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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kinder Morgan Inc | NYSE:KMI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.20 | 1.07% | 18.81 | 18.90 | 18.67 | 18.70 | 11,855,243 | 01:00:00 |
|
Delaware
|
80-0682103
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Page
Number
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Consolidated Statements of Income - Thre
e and Six Months Ended June 30, 2016 and 2015
|
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Consolidated Statements of Comprehensive Income - Three
and Six Months Ended June 30, 2016 and 2015
|
|
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Consolidated Balance Sheets -
June 30, 2016 and December 31, 2015
|
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Consolidated Statements of Cash Flows -
Six Months Ended June 30, 2016 and 2015
|
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Consolidated Statements of Stockholders’ Equity -
Six Months Ended June 30, 2016 and 2015
|
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
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Liquidity and Capital Resources
|
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|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Millions, Except Per Share Amounts)
(Unaudited)
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Natural gas sales
|
$
|
478
|
|
|
$
|
677
|
|
|
$
|
1,021
|
|
|
$
|
1,462
|
|
Services
|
2,034
|
|
|
1,963
|
|
|
4,148
|
|
|
3,933
|
|
||||
Product sales and other
|
632
|
|
|
823
|
|
|
1,170
|
|
|
1,665
|
|
||||
Total Revenues
|
3,144
|
|
|
3,463
|
|
|
6,339
|
|
|
7,060
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
||||||
Costs of sales
|
752
|
|
|
1,085
|
|
|
1,483
|
|
|
2,175
|
|
||||
Operations and maintenance
|
603
|
|
|
590
|
|
|
1,168
|
|
|
1,095
|
|
||||
Depreciation, depletion and amortization
|
552
|
|
|
570
|
|
|
1,103
|
|
|
1,108
|
|
||||
General and administrative
|
189
|
|
|
164
|
|
|
379
|
|
|
380
|
|
||||
Taxes, other than income taxes
|
110
|
|
|
116
|
|
|
218
|
|
|
231
|
|
||||
(Gain) loss on impairments and disposals of long-lived assets, net
|
(4
|
)
|
|
50
|
|
|
231
|
|
|
104
|
|
||||
Other expense (income), net
|
2
|
|
|
(4
|
)
|
|
1
|
|
|
(3
|
)
|
||||
Total Operating Costs, Expenses and Other
|
2,204
|
|
|
2,571
|
|
|
4,583
|
|
|
5,090
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Income
|
940
|
|
|
892
|
|
|
1,756
|
|
|
1,970
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
||||||
Earnings from equity investments
|
106
|
|
|
114
|
|
|
200
|
|
|
190
|
|
||||
Amortization of excess cost of equity investments
|
(16
|
)
|
|
(14
|
)
|
|
(30
|
)
|
|
(26
|
)
|
||||
Interest, net
|
(471
|
)
|
|
(472
|
)
|
|
(912
|
)
|
|
(984
|
)
|
||||
Other, net
|
29
|
|
|
11
|
|
|
42
|
|
|
24
|
|
||||
Total Other Expense
|
(352
|
)
|
|
(361
|
)
|
|
(700
|
)
|
|
(796
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income Before Income Taxes
|
588
|
|
|
531
|
|
|
1,056
|
|
|
1,174
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income Tax Expense
|
(213
|
)
|
|
(189
|
)
|
|
(367
|
)
|
|
(413
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income
|
375
|
|
|
342
|
|
|
689
|
|
|
761
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net (Income) Loss Attributable to Noncontrolling Interests
|
(3
|
)
|
|
(9
|
)
|
|
(2
|
)
|
|
1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to Kinder Morgan, Inc.
|
372
|
|
|
333
|
|
|
687
|
|
|
762
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Preferred Stock Dividends
|
(39
|
)
|
|
—
|
|
|
(78
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
Net Income Available to Common Stockholders
|
$
|
333
|
|
|
$
|
333
|
|
|
$
|
609
|
|
|
$
|
762
|
|
|
|
|
|
|
|
|
|
||||||||
Class P Shares
|
|
|
|
|
|
|
|
||||||||
Basic Earnings Per Common Share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.27
|
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
||||||||
Basic Weighted Average Common Shares Outstanding
|
2,229
|
|
|
2,175
|
|
|
2,229
|
|
|
2,158
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted Earnings Per Common Share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.27
|
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted Weighted Average Common Shares Outstanding
|
2,229
|
|
|
2,187
|
|
|
2,229
|
|
|
2,169
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends Per Common Share Declared for the Period
|
$
|
0.125
|
|
|
$
|
0.490
|
|
|
$
|
0.250
|
|
|
$
|
0.970
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
375
|
|
|
$
|
342
|
|
|
$
|
689
|
|
|
$
|
761
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
||||||
Change in fair value of hedge derivatives (net of tax benefit of $82, $34, $40 and $35, respectively)
|
(142
|
)
|
|
(58
|
)
|
|
(69
|
)
|
|
(60
|
)
|
||||
Reclassification of change in fair value of derivatives to net income (net of tax benefit of $6, $33, $69 and $74, respectively)
|
(11
|
)
|
|
(57
|
)
|
|
(119
|
)
|
|
(129
|
)
|
||||
Foreign currency
translation
adjustments (net of tax (expense) benefit of $(4), $(9), $(49) and $53, respectively)
|
7
|
|
|
17
|
|
|
85
|
|
|
(91
|
)
|
||||
Benefit plan adjustments (net of tax expense of
$(3), $-, $(6)
and $(4), respectively)
|
6
|
|
|
—
|
|
|
10
|
|
|
6
|
|
||||
Total other comprehensive loss
|
(140
|
)
|
|
(98
|
)
|
|
(93
|
)
|
|
(274
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
235
|
|
|
244
|
|
|
596
|
|
|
487
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interests
|
(3
|
)
|
|
(9
|
)
|
|
(2
|
)
|
|
1
|
|
||||
Comprehensive income attributable to KMI
|
$
|
232
|
|
|
$
|
235
|
|
|
$
|
594
|
|
|
$
|
488
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share and Per Share Amounts)
|
|||||||
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
180
|
|
|
$
|
229
|
|
Accounts receivable, net
|
1,278
|
|
|
1,315
|
|
||
Fair value of derivative contracts
|
313
|
|
|
507
|
|
||
Inventories
|
361
|
|
|
407
|
|
||
Other current assets
|
338
|
|
|
366
|
|
||
Total current assets
|
2,470
|
|
|
2,824
|
|
||
Property, plant and equipment, net
|
41,199
|
|
|
40,547
|
|
||
Investments
|
6,202
|
|
|
6,040
|
|
||
Goodwill
|
23,802
|
|
|
23,790
|
|
||
Other intangibles, net
|
3,440
|
|
|
3,551
|
|
||
Deferred income taxes
|
4,975
|
|
|
5,323
|
|
||
Deferred charges and other assets
|
2,229
|
|
|
2,029
|
|
||
Total Assets
|
$
|
84,317
|
|
|
$
|
84,104
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Current portion of debt
|
$
|
3,419
|
|
|
$
|
821
|
|
Accounts payable
|
1,087
|
|
|
1,324
|
|
||
Accrued interest
|
630
|
|
|
695
|
|
||
Accrued contingencies
|
405
|
|
|
298
|
|
||
Other current liabilities
|
1,025
|
|
|
927
|
|
||
Total current liabilities
|
6,566
|
|
|
4,065
|
|
||
Long-term liabilities and deferred credits
|
|
|
|
|
|
||
Long-term debt
|
|
|
|
|
|
||
Outstanding
|
38,113
|
|
|
40,632
|
|
||
Preferred interest in general partner of KMP
|
100
|
|
|
100
|
|
||
Debt fair value adjustments
|
1,988
|
|
|
1,674
|
|
||
Total long-term debt
|
40,201
|
|
|
42,406
|
|
||
Other long-term liabilities and deferred credits
|
2,077
|
|
|
2,230
|
|
||
Total long-term liabilities and deferred credits
|
42,278
|
|
|
44,636
|
|
||
Total Liabilities
|
48,844
|
|
|
48,701
|
|
||
Commitments and contingencies (Notes 3 and 9)
|
|
|
|
|
|
||
Stockholders’ Equity
|
|
|
|
|
|
||
Class P shares, $0.01 par value, 4,000,000,000 shares authorized, 2,229,330,134
and 2,229,223,864 shares, respectively, issued and outstanding
|
22
|
|
|
22
|
|
||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, 9.75% Series A Mandatory Convertible, $1,000 per share liquidation preference, 1,600,000 shares issued and outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
41,696
|
|
|
41,661
|
|
||
Retained deficit
|
(6,053
|
)
|
|
(6,103
|
)
|
||
Accumulated other comprehensive loss
|
(554
|
)
|
|
(461
|
)
|
||
Total Kinder Morgan, Inc.’s stockholders’ equity
|
35,111
|
|
|
35,119
|
|
||
Noncontrolling interests
|
362
|
|
|
284
|
|
||
Total Stockholders’ Equity
|
35,473
|
|
|
35,403
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
84,317
|
|
|
$
|
84,104
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
(Unaudited)
|
|||||||
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net income
|
$
|
689
|
|
|
$
|
761
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|||
Depreciation, depletion and amortization
|
1,103
|
|
|
1,108
|
|
||
Deferred income taxes
|
388
|
|
|
413
|
|
||
Amortization of excess cost of equity investments
|
30
|
|
|
26
|
|
||
Loss on impairments and disposals of long-lived assets, net
|
231
|
|
|
104
|
|
||
Earnings from equity investments
|
(200
|
)
|
|
(190
|
)
|
||
Distributions from equity investment earnings
|
203
|
|
|
187
|
|
||
Noncash pension benefit credits
|
—
|
|
|
(23
|
)
|
||
Changes in components of working capital, net of the effects of acquisitions and dispositions
|
|
|
|
||||
Accounts receivable, net
|
81
|
|
|
366
|
|
||
Income tax receivable
|
—
|
|
|
195
|
|
||
Inventories
|
49
|
|
|
(34
|
)
|
||
Other current assets
|
7
|
|
|
50
|
|
||
Accounts payable
|
(144
|
)
|
|
(222
|
)
|
||
Accrued interest, net of interest rate swaps
|
(49
|
)
|
|
9
|
|
||
Accrued contingencies and other current liabilities
|
72
|
|
|
(7
|
)
|
||
Rate reparations, refunds and other litigation reserve adjustments
|
31
|
|
|
27
|
|
||
Other, net
|
(147
|
)
|
|
(232
|
)
|
||
Net Cash Provided by Operating Activities
|
2,344
|
|
|
2,538
|
|
||
|
|
|
|
||||
Cash Flows From Investing Activities
|
|
|
|
||||
Acquisitions of assets and investments, net of cash acquired
|
(333
|
)
|
|
(1,919
|
)
|
||
Capital expenditures
|
(1,470
|
)
|
|
(1,909
|
)
|
||
Sale of property, plant and equipment, investments, and other net assets, net of removal costs
|
220
|
|
|
4
|
|
||
Contributions to investments
|
(363
|
)
|
|
(45
|
)
|
||
Distributions from equity investments in excess of cumulative earnings
|
81
|
|
|
114
|
|
||
Other, net
|
(15
|
)
|
|
11
|
|
||
Net Cash Used in Investing Activities
|
(1,880
|
)
|
|
(3,744
|
)
|
||
|
|
|
|
||||
Cash Flows From Financing Activities
|
|
|
|
||||
Issuances of debt
|
6,847
|
|
|
9,485
|
|
||
Payments of debt
|
(6,800
|
)
|
|
(8,941
|
)
|
||
Debt issue costs
|
(6
|
)
|
|
(20
|
)
|
||
Issuances of common shares
|
—
|
|
|
2,562
|
|
||
Cash dividends - common shares
|
(559
|
)
|
|
(2,006
|
)
|
||
Cash dividends - preferred shares
|
(76
|
)
|
|
—
|
|
||
Repurchases of warrants
|
—
|
|
|
(5
|
)
|
||
Contributions from noncontrolling interests
|
87
|
|
|
—
|
|
||
Distributions to noncontrolling interests
|
(11
|
)
|
|
(16
|
)
|
||
Other, net
|
—
|
|
|
(1
|
)
|
||
Net Cash (Used in) Provided by Financing Activities
|
(518
|
)
|
|
1,058
|
|
||
|
|
|
|
||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
5
|
|
|
(4
|
)
|
||
|
|
|
|
||||
Net decrease in Cash and Cash Equivalents
|
(49
|
)
|
|
(152
|
)
|
||
Cash and Cash Equivalents, beginning of period
|
229
|
|
|
315
|
|
||
Cash and Cash Equivalents, end of period
|
$
|
180
|
|
|
$
|
163
|
|
|
|||||||
Non-cash Investing and Financing Activities
|
|
|
|
||||
Assets acquired by the assumption or incurrence of liabilities
|
$
|
43
|
|
|
$
|
1,671
|
|
Net assets contributed to equity investment
|
$
|
37
|
|
|
$
|
34
|
|
|
|
|
|
||||
Supplemental Disclosures of Cash Flow Information
|
|
|
|
||||
Cash paid during the period for interest (net of capitalized interest)
|
$
|
1,047
|
|
|
$
|
1,002
|
|
Cash paid (refunded) during the period for income taxes, net
|
$
|
5
|
|
|
$
|
(185
|
)
|
|
Common stock
|
|
Preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Issued shares
|
|
Par value
|
|
Issued shares
|
|
Par value
|
|
Additional
paid-in
capital
|
|
Retained
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Stockholders’
equity
attributable
to KMI
|
|
Non-controlling
interests
|
|
Total
|
||||||||||||||||||
Balance at December 31, 2015
|
2,229
|
|
|
$
|
22
|
|
|
2
|
|
|
$
|
—
|
|
|
$
|
41,661
|
|
|
$
|
(6,103
|
)
|
|
$
|
(461
|
)
|
|
$
|
35,119
|
|
|
$
|
284
|
|
|
$
|
35,403
|
|
Restricted shares
|
|
|
|
|
|
|
|
|
35
|
|
|
|
|
|
|
35
|
|
|
|
|
35
|
|
|||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
687
|
|
|
|
|
687
|
|
|
2
|
|
|
689
|
|
||||||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|||||||||||||||
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
87
|
|
|
87
|
|
|||||||||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
(78
|
)
|
|
|
|
(78
|
)
|
|
|
|
(78
|
)
|
|||||||||||||||
Common stock dividends
|
|
|
|
|
|
|
|
|
|
|
(559
|
)
|
|
|
|
(559
|
)
|
|
|
|
(559
|
)
|
|||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(93
|
)
|
|
(93
|
)
|
|
|
|
(93
|
)
|
|||||||||||||||
Balance at June 30, 2016
|
2,229
|
|
|
$
|
22
|
|
|
2
|
|
|
$
|
—
|
|
|
$
|
41,696
|
|
|
$
|
(6,053
|
)
|
|
$
|
(554
|
)
|
|
$
|
35,111
|
|
|
$
|
362
|
|
|
$
|
35,473
|
|
|
Common stock
|
|
Preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Issued shares
|
|
Par value
|
|
Issued shares
|
|
Par value
|
|
Additional
paid-in
capital
|
|
Retained
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Stockholders’
equity
attributable
to KMI
|
|
Non-controlling
interests
|
|
Total
|
||||||||||||||||||
Balance at December 31, 2014
|
2,125
|
|
|
$
|
21
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
36,178
|
|
|
$
|
(2,106
|
)
|
|
$
|
(17
|
)
|
|
$
|
34,076
|
|
|
$
|
350
|
|
|
$
|
34,426
|
|
Issuances of common shares
|
62
|
|
|
1
|
|
|
|
|
|
|
2,561
|
|
|
|
|
|
|
2,562
|
|
|
|
|
2,562
|
|
|||||||||||||
Repurchase of warrants
|
|
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
(5
|
)
|
|
|
|
(5
|
)
|
|||||||||||||||
EP Trust I Preferred security conversions
|
1
|
|
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
23
|
|
|
|
|
23
|
|
||||||||||||||
Warrants exercised
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
2
|
|
|
|
|
2
|
|
|||||||||||||||
Restricted shares
|
|
|
|
|
|
|
|
|
32
|
|
|
|
|
|
|
32
|
|
|
|
|
32
|
|
|||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
762
|
|
|
|
|
762
|
|
|
(1
|
)
|
|
761
|
|
||||||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
|||||||||||||||
Common stock dividends
|
|
|
|
|
|
|
|
|
|
|
(2,006
|
)
|
|
|
|
(2,006
|
)
|
|
|
|
(2,006
|
)
|
|||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(274
|
)
|
|
(274
|
)
|
|
|
|
(274
|
)
|
|||||||||||||||
Balance at June 30, 2015
|
2,188
|
|
|
$
|
22
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
38,791
|
|
|
$
|
(3,350
|
)
|
|
$
|
(291
|
)
|
|
$
|
35,172
|
|
|
$
|
333
|
|
|
$
|
35,505
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Class P
|
$
|
332
|
|
|
$
|
330
|
|
|
$
|
607
|
|
|
$
|
756
|
|
Participating securities:
|
|
|
|
|
|
|
|
||||||||
Restricted stock awards(a)
|
1
|
|
|
3
|
|
|
2
|
|
|
6
|
|
||||
Net Income Available to Common Stockholders
|
$
|
333
|
|
|
$
|
333
|
|
|
$
|
609
|
|
|
$
|
762
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Basic Weighted Average Common Shares Outstanding
|
2,229
|
|
|
2,175
|
|
|
2,229
|
|
|
2,158
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||
Warrants
|
—
|
|
|
12
|
|
|
—
|
|
|
11
|
|
Diluted Weighted Average Common Shares Outstanding
|
2,229
|
|
|
2,187
|
|
|
2,229
|
|
|
2,169
|
|
(a)
|
As of
June 30, 2016
, there were approximately
8 million
such restricted stock awards.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Unvested restricted stock awards
|
8
|
|
|
7
|
|
|
8
|
|
|
7
|
|
Warrants to purchase our Class P shares(a)
|
293
|
|
|
287
|
|
|
293
|
|
|
288
|
|
Convertible trust preferred securities
|
8
|
|
|
8
|
|
|
8
|
|
|
9
|
|
Mandatory convertible preferred stock(b)
|
58
|
|
|
n/a
|
|
|
58
|
|
|
n/a
|
|
|
Acquisitions
|
||||||||||
|
BP Terminal Assets
|
|
Hiland
|
|
Royal Vopak Terminal Assets
|
||||||
Purchase Price Allocation:
|
|
|
|
|
|
||||||
Current assets
|
$
|
2
|
|
|
$
|
79
|
|
|
$
|
2
|
|
Property, plant and equipment
|
396
|
|
|
1,492
|
|
|
155
|
|
|||
Goodwill
|
—
|
|
|
310
|
|
|
6
|
|
|||
Deferred charges and other assets(a)
|
—
|
|
|
1,498
|
|
|
—
|
|
|||
Total assets acquired
|
398
|
|
|
3,379
|
|
|
163
|
|
|||
Current liabilities
|
—
|
|
|
(253
|
)
|
|
(1
|
)
|
|||
Debt
|
—
|
|
|
(1,413
|
)
|
|
—
|
|
|||
Other liabilities
|
(49
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
Cash consideration
|
$
|
349
|
|
|
$
|
1,709
|
|
|
$
|
158
|
|
(a)
|
Primarily consists of customer contracts and relationships with a weighted average amortization period of
16.4 years
.
|
(a)
|
On January 26, 2016, we entered into a
$1.0 billion
three
-year unsecured term loan facility with a variable interest rate, which is determined in the same manner as interest on our revolving credit facility borrowings. In January 2016, we repaid
$850 million
of maturing
5.70%
senior notes, and in February 2016, we repaid
$250 million
of maturing
8.00%
senior notes primarily using proceeds
|
(b)
|
Amount includes senior notes that are denominated in Euros and have been converted and are respectively reported above at the
June 30, 2016
exchange rate of
1.1106
U.S. dollars per Euro and the December 31, 2015 exchange rate of
1.0862
U.S. dollars per Euro. For the six months ended June 30, 2016, our debt increased by
$31 million
as a result of the change in the exchange rate of U.S. dollars per Euro. At the time of issuance, we entered into cross-currency swap agreements associated with these senior notes, effectively converting these Euro-denominated senior notes to U.S. dollars (see Note 5 “Risk Management—
Foreign Currency Risk Management
”).
|
(c)
|
As of
June 30, 2016
, the weighted average interest rate on our credit facility borrowings, including commercial paper borrowings, was
1.91%
.
|
(d)
|
Amounts include outstanding credit facility borrowings, commercial paper borrowings and other debt maturing within 12 months (see “—Current Portion of Debt” below).
|
(e)
|
Excludes our “Debt fair value adjustments” which, as of
June 30, 2016
and
December 31, 2015
, increased our combined debt balances by
$1,988 million
and
$1,674 million
, respectively. In addition to all unamortized debt discount/premium amounts, debt issuance costs and purchase accounting on our debt balances, our debt fair value adjustments also include amounts associated with the offsetting entry for hedged debt and any unamortized portion of proceeds received from the early termination of interest rate swap agreements.
|
As of June 30, 2016
|
|
$600 million 6.00% notes due February 2017
|
|
|
$300 million 7.50% notes due April 2017
|
|
|
$355 million 5.95% notes due April 2017
|
|
|
$500 million 5.90% notes due April 2017
|
|
|
$786 million 7.00% notes due June 2017
|
|
|
|
As of December 31, 2015
|
|
$500 million 3.50% notes due March 2016
|
Issuances
|
|
$1.0 billion unsecured term loan facility due 2019
|
|
|
|
Repayments
|
|
$850 million 5.70% notes due 2016
|
|
|
$500 million 3.50% notes due 2016
|
|
|
$250 million 8.00% notes due 2016
|
|
|
$67 million 8.25% notes due 2016
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Per common share cash dividend declared for the period
|
$
|
0.125
|
|
|
$
|
0.49
|
|
|
$
|
0.250
|
|
|
$
|
0.97
|
|
Per common share cash dividend paid in the period
|
$
|
0.125
|
|
|
$
|
0.48
|
|
|
$
|
0.250
|
|
|
$
|
0.93
|
|
|
Net open position long/(short)
|
|||
Derivatives designated as hedging contracts
|
|
|
|
|
Crude oil fixed price
|
(21.2
|
)
|
|
MMBbl
|
Crude oil basis
|
(4.1
|
)
|
|
MMBbl
|
Natural gas fixed price
|
(31.9
|
)
|
|
Bcf
|
Natural gas basis
|
(21.8
|
)
|
|
Bcf
|
Derivatives not designated as hedging contracts
|
|
|
|
|
Crude oil fixed price
|
(0.3
|
)
|
|
MMBbl
|
Crude oil basis
|
(0.4
|
)
|
|
MMBbl
|
Natural gas fixed price
|
(12.8
|
)
|
|
Bcf
|
Natural gas basis
|
(2.6
|
)
|
|
Bcf
|
NGL and other fixed price
|
(3.4
|
)
|
|
MMBbl
|
Fair Value of Derivative Contracts
|
||||||||||||||||||
|
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||
|
|
|
|
June 30,
2016 |
|
December 31,
2015 |
|
June 30,
2016 |
|
December 31,
2015 |
||||||||
|
|
Location
|
|
Fair value
|
|
Fair value
|
||||||||||||
Derivatives designated as hedging contracts
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural gas and crude derivative contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
$
|
177
|
|
|
$
|
359
|
|
|
$
|
(38
|
)
|
|
$
|
(13
|
)
|
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
139
|
|
|
244
|
|
|
(18
|
)
|
|
—
|
|
||||
Subtotal
|
|
|
|
316
|
|
|
603
|
|
|
(56
|
)
|
|
(13
|
)
|
||||
Interest rate swap agreements
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
117
|
|
|
111
|
|
|
—
|
|
|
—
|
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
657
|
|
|
273
|
|
|
—
|
|
|
(9
|
)
|
||||
Subtotal
|
|
|
|
774
|
|
|
384
|
|
|
—
|
|
|
(9
|
)
|
||||
Cross-currency swap agreements
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(6
|
)
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
13
|
|
|
—
|
|
|
(12
|
)
|
|
(46
|
)
|
||||
Subtotal
|
|
|
|
13
|
|
|
—
|
|
|
(34
|
)
|
|
(52
|
)
|
||||
Total
|
|
|
|
1,103
|
|
|
987
|
|
|
(90
|
)
|
|
(74
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Natural gas, crude, NGL and other derivative contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
7
|
|
|
35
|
|
|
(10
|
)
|
|
(1
|
)
|
||||
Subtotal
|
|
|
|
7
|
|
|
35
|
|
|
(10
|
)
|
|
(1
|
)
|
||||
Interest rate swap agreements
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
12
|
|
|
1
|
|
|
—
|
|
|
(11
|
)
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
50
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
Subtotal
|
|
|
|
62
|
|
|
1
|
|
|
—
|
|
|
(16
|
)
|
||||
Power derivative contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(17
|
)
|
||||
Subtotal
|
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(17
|
)
|
||||
Total
|
|
|
|
69
|
|
|
37
|
|
|
(10
|
)
|
|
(34
|
)
|
||||
Total derivatives
|
|
|
|
$
|
1,172
|
|
|
$
|
1,024
|
|
|
$
|
(100
|
)
|
|
$
|
(108
|
)
|
Derivatives in fair value hedging relationships
|
|
Location
|
|
Gain/(loss) recognized in income
on derivatives and related hedged item
|
||||||||||||||
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
Interest, net
|
|
$
|
119
|
|
|
$
|
(233
|
)
|
|
$
|
399
|
|
|
$
|
(88
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hedged fixed rate debt
|
|
Interest, net
|
|
$
|
(120
|
)
|
|
$
|
256
|
|
|
$
|
(404
|
)
|
|
$
|
117
|
|
Derivatives in cash flow hedging relationships
|
|
Gain/(loss)
recognized in OCI on derivative (effective portion)(a)
|
|
Location
|
|
Gain/(loss) reclassified from Accumulated OCI
into income (effective portion)(b)
|
|
Location
|
|
Gain/(loss)
recognized in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
||||||||||||||||||
|
|
Three Months Ended June 30,
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
||||||||||||
Energy commodity
derivative contracts
|
|
$
|
(111
|
)
|
|
$
|
(82
|
)
|
|
Revenues—Natural
gas sales
|
|
$
|
2
|
|
|
$
|
1
|
|
|
Revenues—Natural
gas sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Revenues—Product
sales and other
|
|
33
|
|
|
37
|
|
|
Revenues—Product
sales and other
|
|
(6
|
)
|
|
3
|
|
||||||||
|
|
|
|
|
|
|
Costs of sales
|
|
(2
|
)
|
|
(14
|
)
|
|
Costs of sales
|
|
—
|
|
|
—
|
|
|||||||
Interest rate swap
agreements(c)
|
|
(1
|
)
|
|
1
|
|
|
Interest, net
|
|
—
|
|
|
—
|
|
|
Interest, net
|
|
—
|
|
|
—
|
|
||||||
Cross-currency swap
|
|
(30
|
)
|
|
23
|
|
|
Other, net
|
|
(22
|
)
|
|
33
|
|
|
Other, net
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
(142
|
)
|
|
$
|
(58
|
)
|
|
Total
|
|
$
|
11
|
|
|
$
|
57
|
|
|
Total
|
|
$
|
(6
|
)
|
|
$
|
3
|
|
Derivatives in cash flow hedging relationships
|
|
Gain/(loss)
recognized in OCI on derivative (effective portion)(a)
|
|
Location
|
|
Gain/(loss) reclassified from Accumulated OCI
into income (effective portion)(b)
|
|
Location
|
|
Gain/(loss)
recognized in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
||||||||||||||||||
|
|
Six Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
||||||||||||
Energy commodity
derivative contracts
|
|
$
|
(84
|
)
|
|
$
|
(47
|
)
|
|
Revenues—Natural
gas sales
|
|
$
|
23
|
|
|
$
|
25
|
|
|
Revenues—Natural
gas sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Revenues—Product
sales and other
|
|
90
|
|
|
101
|
|
|
Revenues—Product
sales and other
|
|
(5
|
)
|
|
10
|
|
||||||||
|
|
|
|
|
|
Costs of sales
|
|
(12
|
)
|
|
(19
|
)
|
|
Costs of sales
|
|
—
|
|
|
—
|
|
||||||||
Interest rate swap
agreements(c)
|
|
(5
|
)
|
|
(2
|
)
|
|
Interest, net
|
|
(1
|
)
|
|
(1
|
)
|
|
Interest, net
|
|
—
|
|
|
—
|
|
||||||
Cross-currency swap
|
|
20
|
|
|
(11
|
)
|
|
Other, net
|
|
19
|
|
|
23
|
|
|
Other, net
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
(69
|
)
|
|
$
|
(60
|
)
|
|
Total
|
|
$
|
119
|
|
|
$
|
129
|
|
|
Total
|
|
$
|
(5
|
)
|
|
$
|
10
|
|
(a)
|
We expect to reclassify an approximate
$46 million
gain associated with cash flow hedge price risk management activities included in our accumulated other comprehensive loss balances as of
June 30, 2016
into earnings during the next twelve months (when the associated forecasted sales and purchases are also expected to occur), however, actual amounts reclassified into earnings could vary materially as a result of changes in market prices.
|
(b)
|
Amounts reclassified were the result of the hedged forecasted transactions actually affecting earnings (i.e., when the forecasted sales and purchases actually occurred).
|
(c)
|
Amounts represent our share of an equity investee’s accumulated other comprehensive loss.
|
Derivatives not designated as accounting hedges
|
|
Location
|
|
Gain/(loss) recognized in income on derivatives
|
||||||||||||||
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Energy commodity derivative contracts
|
|
Revenues—Natural gas sales
|
|
$
|
(11
|
)
|
|
$
|
(2
|
)
|
|
$
|
(5
|
)
|
|
$
|
3
|
|
|
|
Revenues—Product sales and other
|
|
(12
|
)
|
|
(40
|
)
|
|
(14
|
)
|
|
4
|
|
||||
|
|
Costs of sales
|
|
3
|
|
|
3
|
|
|
(2
|
)
|
|
—
|
|
||||
Interest rate swap agreements
|
|
Interest, net
|
|
24
|
|
|
—
|
|
|
77
|
|
|
—
|
|
||||
Total(a)
|
|
|
|
$
|
4
|
|
|
$
|
(39
|
)
|
|
$
|
56
|
|
|
$
|
7
|
|
|
Net unrealized
gains/(losses)
on cash flow
hedge derivatives
|
|
Foreign
currency
translation
adjustments
|
|
Pension and
other
postretirement
liability adjustments
|
|
Total
accumulated other
comprehensive loss
|
||||||||
Balance as of December 31, 2015
|
$
|
219
|
|
|
$
|
(322
|
)
|
|
$
|
(358
|
)
|
|
$
|
(461
|
)
|
Other comprehensive (loss) gain before reclassifications
|
(69
|
)
|
|
85
|
|
|
10
|
|
|
26
|
|
||||
Gains reclassified from accumulated other comprehensive income (loss)
|
(119
|
)
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
||||
Net current-period other comprehensive (loss) income
|
(188
|
)
|
|
85
|
|
|
10
|
|
|
(93
|
)
|
||||
Balance as of June 30, 2016
|
$
|
31
|
|
|
$
|
(237
|
)
|
|
$
|
(348
|
)
|
|
$
|
(554
|
)
|
|
Net unrealized
gains/(losses)
on cash flow
hedge derivatives
|
|
Foreign
currency
translation
adjustments
|
|
Pension and
other
postretirement
liability adjustments
|
|
Total
accumulated other
comprehensive loss
|
||||||||
Balance as of December 31, 2014
|
$
|
327
|
|
|
$
|
(108
|
)
|
|
$
|
(236
|
)
|
|
$
|
(17
|
)
|
Other comprehensive (loss) gain before reclassifications
|
(60
|
)
|
|
(91
|
)
|
|
6
|
|
|
(145
|
)
|
||||
Gains reclassified from accumulated other comprehensive income (loss)
|
(129
|
)
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
||||
Net current-period other comprehensive (loss) income
|
(189
|
)
|
|
(91
|
)
|
|
6
|
|
|
(274
|
)
|
||||
Balance as of June 30, 2015
|
$
|
138
|
|
|
$
|
(199
|
)
|
|
$
|
(230
|
)
|
|
$
|
(291
|
)
|
•
|
Level 1 Inputs—quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;
|
•
|
Level 2 Inputs—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and
|
•
|
Level 3 Inputs—unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data).
|
|
Balance sheet asset
fair value measurements by level
|
|
|
|
Net amount
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross amount
|
|
Contracts available for netting
|
|
Cash collateral held(b)
|
||||||||||||||||
As of June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
6
|
|
|
$
|
317
|
|
|
$
|
—
|
|
|
$
|
323
|
|
|
$
|
(32
|
)
|
|
$
|
—
|
|
|
$
|
291
|
|
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
836
|
|
|
$
|
—
|
|
|
$
|
836
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
836
|
|
Cross-currency swap agreements
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
48
|
|
|
$
|
589
|
|
|
$
|
2
|
|
|
$
|
639
|
|
|
$
|
(12
|
)
|
|
$
|
(37
|
)
|
|
$
|
590
|
|
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
385
|
|
|
$
|
—
|
|
|
$
|
385
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
377
|
|
Cross-currency swap agreements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Balance sheet liability
fair value measurements by level
|
|
|
|
Net amount
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross amount
|
|
Contracts available for netting
|
|
Collateral posted(c)
|
||||||||||||||||
As of June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
(19
|
)
|
|
$
|
(47
|
)
|
|
$
|
—
|
|
|
$
|
(66
|
)
|
|
$
|
32
|
|
|
$
|
18
|
|
|
$
|
(16
|
)
|
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cross-currency swap agreements
|
$
|
—
|
|
|
$
|
(34
|
)
|
|
$
|
—
|
|
|
$
|
(34
|
)
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
(21
|
)
|
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
(4
|
)
|
|
$
|
(10
|
)
|
|
$
|
(17
|
)
|
|
$
|
(31
|
)
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
Cross-currency swap agreements
|
$
|
—
|
|
|
$
|
(52
|
)
|
|
$
|
—
|
|
|
$
|
(52
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(52
|
)
|
(a)
|
Level 1 consists primarily of New York Mercantile Exchange natural gas futures. Level 2 consists primarily of OTC West Texas Intermediate swaps and options. Level 3 consists primarily of power derivative contracts.
|
(b)
|
Cash margin deposits held by us associated with our energy commodity contract positions and OTC swap agreements and reported within “Other current liabilities” on our accompanying consolidated balance sheets.
|
(c)
|
Cash margin deposits posted by us associated with our energy commodity contract positions and OTC swap agreements and reported within “Other current assets” on our accompanying consolidated balance sheets.
|
Significant unobservable inputs (Level 3)
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Derivatives-net asset (liability)
|
|
|
|
|
|
|
|
||||||||
Beginning of Period
|
$
|
(2
|
)
|
|
$
|
(49
|
)
|
|
$
|
(15
|
)
|
|
$
|
(61
|
)
|
Total gains or (losses) included in earnings
|
(3
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||
Settlements
|
5
|
|
|
12
|
|
|
24
|
|
|
24
|
|
||||
End of Period
|
$
|
—
|
|
|
$
|
(37
|
)
|
|
$
|
—
|
|
|
$
|
(37
|
)
|
The amount of total gains or (losses) for the period included in earnings attributable to the change in unrealized gains or (losses) relating to assets held at the reporting date
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying
value
|
|
Estimated
fair value
|
|
Carrying
value
|
|
Estimated
fair value
|
||||||||
Total debt
|
$
|
43,620
|
|
|
$
|
43,061
|
|
|
$
|
43,227
|
|
|
$
|
37,481
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Natural Gas Pipelines
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
$
|
1,882
|
|
|
$
|
2,091
|
|
|
$
|
3,852
|
|
|
$
|
4,268
|
|
Intersegment revenues
|
1
|
|
|
5
|
|
|
2
|
|
|
8
|
|
||||
CO
2
|
304
|
|
|
353
|
|
|
606
|
|
|
799
|
|
||||
Terminals
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
487
|
|
|
469
|
|
|
952
|
|
|
926
|
|
||||
Intersegment revenues
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Products Pipelines
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
398
|
|
|
477
|
|
|
789
|
|
|
921
|
|
||||
Intersegment revenues
|
3
|
|
|
1
|
|
|
8
|
|
|
1
|
|
||||
Kinder Morgan Canada
|
63
|
|
|
65
|
|
|
122
|
|
|
125
|
|
||||
Other
|
1
|
|
|
(1
|
)
|
|
1
|
|
|
3
|
|
||||
Total segment revenues
|
3,140
|
|
|
3,461
|
|
|
6,333
|
|
|
7,052
|
|
||||
Other revenues
|
9
|
|
|
9
|
|
|
17
|
|
|
18
|
|
||||
Less: Total intersegment revenues
|
(5
|
)
|
|
(7
|
)
|
|
(11
|
)
|
|
(10
|
)
|
||||
Total consolidated revenues
|
$
|
3,144
|
|
|
$
|
3,463
|
|
|
$
|
6,339
|
|
|
$
|
7,060
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Segment EBDA(a)
|
|
|
|
|
|
|
|
||||||||
Natural Gas Pipelines
|
$
|
966
|
|
|
$
|
928
|
|
|
$
|
1,958
|
|
|
$
|
1,943
|
|
CO
2
|
203
|
|
|
240
|
|
|
389
|
|
|
576
|
|
||||
Terminals
|
292
|
|
|
279
|
|
|
545
|
|
|
549
|
|
||||
Products Pipelines
|
293
|
|
|
277
|
|
|
472
|
|
|
523
|
|
||||
Kinder Morgan Canada
|
40
|
|
|
37
|
|
|
80
|
|
|
78
|
|
||||
Other
|
(5
|
)
|
|
(40
|
)
|
|
(13
|
)
|
|
(46
|
)
|
||||
Total Segment EBDA
|
1,789
|
|
|
1,721
|
|
|
3,431
|
|
|
3,623
|
|
||||
Total segment DD&A
|
(552
|
)
|
|
(570
|
)
|
|
(1,103
|
)
|
|
(1,108
|
)
|
||||
Total segment amortization of excess cost of equity investments
|
(16
|
)
|
|
(14
|
)
|
|
(30
|
)
|
|
(26
|
)
|
||||
Other revenues
|
9
|
|
|
9
|
|
|
17
|
|
|
18
|
|
||||
General and administrative expense
|
(189
|
)
|
|
(164
|
)
|
|
(379
|
)
|
|
(380
|
)
|
||||
Interest expense, net of unallocable interest income
|
(470
|
)
|
|
(472
|
)
|
|
(912
|
)
|
|
(986
|
)
|
||||
Unallocable income tax expense
|
(196
|
)
|
|
(168
|
)
|
|
(335
|
)
|
|
(380
|
)
|
||||
Total consolidated net income
|
$
|
375
|
|
|
$
|
342
|
|
|
$
|
689
|
|
|
$
|
761
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Natural Gas Pipelines
|
$
|
53,677
|
|
|
$
|
53,704
|
|
CO
2
|
4,317
|
|
|
4,706
|
|
||
Terminals
|
9,673
|
|
|
9,083
|
|
||
Products Pipelines
|
8,360
|
|
|
8,464
|
|
||
Kinder Morgan Canada
|
1,586
|
|
|
1,434
|
|
||
Other
|
317
|
|
|
418
|
|
||
Total segment assets
|
77,930
|
|
|
77,809
|
|
||
Corporate assets(b)
|
6,360
|
|
|
6,276
|
|
||
Assets held for sale
|
27
|
|
|
19
|
|
||
Total consolidated assets
|
$
|
84,317
|
|
|
$
|
84,104
|
|
(a)
|
We evaluate performance based on each segment’s EBDA. Segment EBDA includes revenues, earnings from equity investments, allocable interest income, and other, net, less operating expenses, allocable income taxes, and other expense (income), net, and losses on impairments and disposals of long-lived assets, net. Operating expenses include natural gas purchases and other costs of sales, operations and maintenance expenses, and taxes, other than income taxes.
|
(b)
|
Includes cash and cash equivalents, margin and restricted deposits, unallocable interest receivable, prepaid assets and deferred charges, deferred tax assets, risk management assets related to debt fair value adjustments and miscellaneous corporate assets (such as information technology and telecommunications equipment) not allocated to individual segments.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Income tax expense
|
$
|
213
|
|
|
$
|
189
|
|
|
$
|
367
|
|
|
$
|
413
|
|
Effective tax rate
|
36.2
|
%
|
|
35.6
|
%
|
|
34.8
|
%
|
|
35.2
|
%
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Three Months Ended June 30, 2016
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Issuer and Guarantor - Copano |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||||
Total Revenues
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,777
|
|
|
$
|
371
|
|
|
$
|
(12
|
)
|
|
$
|
3,144
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
693
|
|
|
60
|
|
|
(1
|
)
|
|
752
|
|
|||||||
Depreciation, depletion and amortization
|
|
4
|
|
|
—
|
|
|
—
|
|
|
462
|
|
|
86
|
|
|
—
|
|
|
552
|
|
|||||||
Other operating expenses
|
|
30
|
|
|
2
|
|
|
—
|
|
|
681
|
|
|
198
|
|
|
(11
|
)
|
|
900
|
|
|||||||
Total Operating Costs, Expenses and Other
|
|
34
|
|
|
2
|
|
|
—
|
|
|
1,836
|
|
|
344
|
|
|
(12
|
)
|
|
2,204
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating (loss) income
|
|
(26
|
)
|
|
(2
|
)
|
|
—
|
|
|
941
|
|
|
27
|
|
|
—
|
|
|
940
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings (losses) from consolidated subsidiaries
|
|
752
|
|
|
734
|
|
|
(3
|
)
|
|
41
|
|
|
17
|
|
|
(1,541
|
)
|
|
—
|
|
|||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|||||||
Interest, net
|
|
(176
|
)
|
|
34
|
|
|
(12
|
)
|
|
(304
|
)
|
|
(13
|
)
|
|
—
|
|
|
(471
|
)
|
|||||||
Amortization of excess cost of equity investments and other, net
|
|
1
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
13
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (Loss) Before Income Taxes
|
|
551
|
|
|
766
|
|
|
(15
|
)
|
|
790
|
|
|
37
|
|
|
(1,541
|
)
|
|
588
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income Tax Expense
|
|
(179
|
)
|
|
(1
|
)
|
|
—
|
|
|
(16
|
)
|
|
(17
|
)
|
|
—
|
|
|
(213
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (Loss)
|
|
372
|
|
|
765
|
|
|
(15
|
)
|
|
774
|
|
|
20
|
|
|
(1,541
|
)
|
|
375
|
|
|||||||
Net Income Attributable to Noncontrolling Interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (Loss) Attributable to Controlling Interests
|
|
372
|
|
|
765
|
|
|
(15
|
)
|
|
774
|
|
|
20
|
|
|
(1,544
|
)
|
|
372
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Preferred Stock Dividends
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|||||||
Net Income (Loss) Available to Common Stockholders
|
|
$
|
333
|
|
|
$
|
765
|
|
|
$
|
(15
|
)
|
|
$
|
774
|
|
|
$
|
20
|
|
|
$
|
(1,544
|
)
|
|
$
|
333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (loss)
|
|
$
|
372
|
|
|
$
|
765
|
|
|
$
|
(15
|
)
|
|
$
|
774
|
|
|
$
|
20
|
|
|
$
|
(1,541
|
)
|
|
$
|
375
|
|
Total other comprehensive (loss) income
|
|
(140
|
)
|
|
(213
|
)
|
|
—
|
|
|
(223
|
)
|
|
8
|
|
|
428
|
|
|
(140
|
)
|
|||||||
Comprehensive income (loss)
|
|
232
|
|
|
552
|
|
|
(15
|
)
|
|
551
|
|
|
28
|
|
|
(1,113
|
)
|
|
235
|
|
|||||||
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||||
Comprehensive income (loss) attributable to controlling interests
|
|
$
|
232
|
|
|
$
|
552
|
|
|
$
|
(15
|
)
|
|
$
|
551
|
|
|
$
|
28
|
|
|
$
|
(1,116
|
)
|
|
$
|
232
|
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Three Months Ended June 30, 2015
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Issuer and Guarantor - Copano |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||||
Total Revenues
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,050
|
|
|
$
|
414
|
|
|
$
|
(11
|
)
|
|
$
|
3,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
989
|
|
|
95
|
|
|
1
|
|
|
1,085
|
|
|||||||
Depreciation, depletion and amortization
|
|
5
|
|
|
—
|
|
|
—
|
|
|
473
|
|
|
92
|
|
|
—
|
|
|
570
|
|
|||||||
Other operating expenses
|
|
38
|
|
|
—
|
|
|
—
|
|
|
767
|
|
|
123
|
|
|
(12
|
)
|
|
916
|
|
|||||||
Total Operating Costs, Expenses and Other
|
|
43
|
|
|
—
|
|
|
—
|
|
|
2,229
|
|
|
310
|
|
|
(11
|
)
|
|
2,571
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating (loss) income
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
821
|
|
|
104
|
|
|
—
|
|
|
892
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings (losses) from consolidated subsidiaries
|
|
683
|
|
|
666
|
|
|
(5
|
)
|
|
127
|
|
|
15
|
|
|
(1,486
|
)
|
|
—
|
|
|||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|||||||
Interest, net
|
|
(149
|
)
|
|
34
|
|
|
(12
|
)
|
|
(345
|
)
|
|
—
|
|
|
—
|
|
|
(472
|
)
|
|||||||
Amortization of excess cost of equity investments and other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
2
|
|
|
—
|
|
|
(3
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (Loss) Before Income Taxes
|
|
501
|
|
|
700
|
|
|
(17
|
)
|
|
712
|
|
|
121
|
|
|
(1,486
|
)
|
|
531
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income Tax Expense
|
|
(168
|
)
|
|
(2
|
)
|
|
—
|
|
|
(11
|
)
|
|
(8
|
)
|
|
—
|
|
|
(189
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (Loss)
|
|
333
|
|
|
698
|
|
|
(17
|
)
|
|
701
|
|
|
113
|
|
|
(1,486
|
)
|
|
342
|
|
|||||||
Net Income Attributable to Noncontrolling Interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||||||
Net Income (Loss) Attributable to Controlling Interests
|
|
$
|
333
|
|
|
$
|
698
|
|
|
$
|
(17
|
)
|
|
$
|
701
|
|
|
$
|
113
|
|
|
$
|
(1,495
|
)
|
|
$
|
333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (loss)
|
|
$
|
333
|
|
|
$
|
698
|
|
|
$
|
(17
|
)
|
|
$
|
701
|
|
|
$
|
113
|
|
|
$
|
(1,486
|
)
|
|
$
|
342
|
|
Total other comprehensive (loss) income
|
|
(98
|
)
|
|
(139
|
)
|
|
—
|
|
|
(148
|
)
|
|
23
|
|
|
264
|
|
|
(98
|
)
|
|||||||
Comprehensive income (loss)
|
|
235
|
|
|
559
|
|
|
(17
|
)
|
|
553
|
|
|
136
|
|
|
(1,222
|
)
|
|
244
|
|
|||||||
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||||||
Comprehensive income (loss) attributable to controlling interests
|
|
$
|
235
|
|
|
$
|
559
|
|
|
$
|
(17
|
)
|
|
$
|
553
|
|
|
$
|
136
|
|
|
$
|
(1,231
|
)
|
|
$
|
235
|
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Six Months Ended June 30, 2016
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Issuer and Guarantor - Copano |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||||
Total Revenues
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,602
|
|
|
$
|
741
|
|
|
$
|
(21
|
)
|
|
$
|
6,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,345
|
|
|
136
|
|
|
2
|
|
|
1,483
|
|
|||||||
Depreciation, depletion and amortization
|
|
9
|
|
|
—
|
|
|
—
|
|
|
918
|
|
|
176
|
|
|
—
|
|
|
1,103
|
|
|||||||
Other operating expenses
|
|
49
|
|
|
4
|
|
|
—
|
|
|
1,494
|
|
|
473
|
|
|
(23
|
)
|
|
1,997
|
|
|||||||
Total Operating Costs, Expenses and Other
|
|
58
|
|
|
4
|
|
|
—
|
|
|
3,757
|
|
|
785
|
|
|
(21
|
)
|
|
4,583
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating (loss) income
|
|
(41
|
)
|
|
(4
|
)
|
|
—
|
|
|
1,845
|
|
|
(44
|
)
|
|
—
|
|
|
1,756
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings from consolidated subsidiaries
|
|
1,410
|
|
|
1,331
|
|
|
4
|
|
|
54
|
|
|
31
|
|
|
(2,830
|
)
|
|
—
|
|
|||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|||||||
Interest, net
|
|
(346
|
)
|
|
97
|
|
|
(24
|
)
|
|
(613
|
)
|
|
(26
|
)
|
|
—
|
|
|
(912
|
)
|
|||||||
Amortization of excess cost of equity investments and other, net
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
10
|
|
|
—
|
|
|
12
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (Loss) Before Income Taxes
|
|
1,024
|
|
|
1,424
|
|
|
(20
|
)
|
|
1,487
|
|
|
(29
|
)
|
|
(2,830
|
)
|
|
1,056
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income Tax Expense
|
|
(337
|
)
|
|
(3
|
)
|
|
—
|
|
|
(10
|
)
|
|
(17
|
)
|
|
—
|
|
|
(367
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (Loss)
|
|
687
|
|
|
1,421
|
|
|
(20
|
)
|
|
1,477
|
|
|
(46
|
)
|
|
(2,830
|
)
|
|
689
|
|
|||||||
Net Income Attributable to Noncontrolling Interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (Loss) Attributable to Controlling Interests
|
|
687
|
|
|
1,421
|
|
|
(20
|
)
|
|
1,477
|
|
|
(46
|
)
|
|
(2,832
|
)
|
|
687
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Preferred Stock Dividends
|
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|||||||
Net Income (Loss) Available to Common Stockholders
|
|
$
|
609
|
|
|
$
|
1,421
|
|
|
$
|
(20
|
)
|
|
$
|
1,477
|
|
|
$
|
(46
|
)
|
|
$
|
(2,832
|
)
|
|
$
|
609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (loss)
|
|
$
|
687
|
|
|
$
|
1,421
|
|
|
$
|
(20
|
)
|
|
$
|
1,477
|
|
|
$
|
(46
|
)
|
|
$
|
(2,830
|
)
|
|
$
|
689
|
|
Total other comprehensive (loss) income
|
|
(93
|
)
|
|
(161
|
)
|
|
—
|
|
|
(229
|
)
|
|
132
|
|
|
258
|
|
|
(93
|
)
|
|||||||
Comprehensive income (loss)
|
|
594
|
|
|
1,260
|
|
|
(20
|
)
|
|
1,248
|
|
|
86
|
|
|
(2,572
|
)
|
|
596
|
|
|||||||
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||||
Comprehensive income (loss) attributable to controlling interests
|
|
$
|
594
|
|
|
$
|
1,260
|
|
|
$
|
(20
|
)
|
|
$
|
1,248
|
|
|
$
|
86
|
|
|
$
|
(2,574
|
)
|
|
$
|
594
|
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Six Months Ended June 30, 2015
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Issuer and Guarantor - Copano |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||||
Total Revenues
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,276
|
|
|
$
|
789
|
|
|
$
|
(24
|
)
|
|
$
|
7,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,990
|
|
|
184
|
|
|
1
|
|
|
2,175
|
|
|||||||
Depreciation, depletion and amortization
|
|
10
|
|
|
—
|
|
|
—
|
|
|
915
|
|
|
183
|
|
|
—
|
|
|
1,108
|
|
|||||||
Other operating expenses
|
|
50
|
|
|
38
|
|
|
1
|
|
|
1,452
|
|
|
291
|
|
|
(25
|
)
|
|
1,807
|
|
|||||||
Total Operating Costs, Expenses and Other
|
|
60
|
|
|
38
|
|
|
1
|
|
|
4,357
|
|
|
658
|
|
|
(24
|
)
|
|
5,090
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating (loss) income
|
|
(41
|
)
|
|
(38
|
)
|
|
(1
|
)
|
|
1,919
|
|
|
131
|
|
|
—
|
|
|
1,970
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings (loss) from consolidated subsidiaries
|
|
1,482
|
|
|
1,549
|
|
|
(28
|
)
|
|
141
|
|
|
31
|
|
|
(3,175
|
)
|
|
—
|
|
|||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|||||||
Interest, net
|
|
(304
|
)
|
|
7
|
|
|
(24
|
)
|
|
(649
|
)
|
|
(14
|
)
|
|
—
|
|
|
(984
|
)
|
|||||||
Amortization of excess cost of equity investments and other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
6
|
|
|
—
|
|
|
(2
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (Loss) Before Income Taxes
|
|
1,137
|
|
|
1,518
|
|
|
(53
|
)
|
|
1,593
|
|
|
154
|
|
|
(3,175
|
)
|
|
1,174
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income Tax Expense
|
|
(375
|
)
|
|
(4
|
)
|
|
—
|
|
|
(25
|
)
|
|
(9
|
)
|
|
—
|
|
|
(413
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (Loss)
|
|
762
|
|
|
1,514
|
|
|
(53
|
)
|
|
1,568
|
|
|
145
|
|
|
(3,175
|
)
|
|
761
|
|
|||||||
Net Loss Attributable to Noncontrolling Interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (Loss) Attributable to Controlling Interests
|
|
762
|
|
|
1,514
|
|
|
(53
|
)
|
|
1,568
|
|
|
145
|
|
|
(3,174
|
)
|
|
762
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (loss)
|
|
$
|
762
|
|
|
$
|
1,514
|
|
|
$
|
(53
|
)
|
|
$
|
1,568
|
|
|
$
|
145
|
|
|
$
|
(3,175
|
)
|
|
$
|
761
|
|
Total other comprehensive loss
|
|
(274
|
)
|
|
(377
|
)
|
|
—
|
|
|
(344
|
)
|
|
(141
|
)
|
|
862
|
|
|
(274
|
)
|
|||||||
Comprehensive income (loss)
|
|
488
|
|
|
1,137
|
|
|
(53
|
)
|
|
1,224
|
|
|
4
|
|
|
(2,313
|
)
|
|
487
|
|
|||||||
Comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
Comprehensive income (loss) attributable to controlling interests
|
|
$
|
488
|
|
|
$
|
1,137
|
|
|
$
|
(53
|
)
|
|
$
|
1,224
|
|
|
$
|
4
|
|
|
$
|
(2,312
|
)
|
|
$
|
488
|
|
Condensed Consolidating Balance Sheets as of June 30, 2016
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Issuer and Guarantor - Copano |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating
Adjustments
|
|
Consolidated KMI
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
168
|
|
|
$
|
(7
|
)
|
|
$
|
180
|
|
Other current assets - affiliates
|
|
5,859
|
|
|
6,192
|
|
|
115
|
|
|
13,171
|
|
|
745
|
|
|
(26,082
|
)
|
|
—
|
|
|||||||
All other current assets
|
|
141
|
|
|
186
|
|
|
—
|
|
|
1,787
|
|
|
184
|
|
|
(8
|
)
|
|
2,290
|
|
|||||||
Property, plant and equipment, net
|
|
270
|
|
|
—
|
|
|
—
|
|
|
32,366
|
|
|
8,563
|
|
|
—
|
|
|
41,199
|
|
|||||||
Investments
|
|
16
|
|
|
2
|
|
|
—
|
|
|
6,062
|
|
|
122
|
|
|
—
|
|
|
6,202
|
|
|||||||
Investments in subsidiaries
|
|
25,221
|
|
|
25,762
|
|
|
2,345
|
|
|
4,926
|
|
|
3,973
|
|
|
(62,227
|
)
|
|
—
|
|
|||||||
Goodwill
|
|
15,089
|
|
|
22
|
|
|
287
|
|
|
5,220
|
|
|
3,184
|
|
|
—
|
|
|
23,802
|
|
|||||||
Notes receivable from affiliates
|
|
1,024
|
|
|
21,741
|
|
|
—
|
|
|
1,239
|
|
|
319
|
|
|
(24,323
|
)
|
|
—
|
|
|||||||
Deferred income taxes
|
|
7,211
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,236
|
)
|
|
4,975
|
|
|||||||
Other non-current assets
|
|
373
|
|
|
537
|
|
|
1
|
|
|
4,646
|
|
|
112
|
|
|
—
|
|
|
5,669
|
|
|||||||
Total assets
|
|
$
|
55,212
|
|
|
$
|
54,442
|
|
|
$
|
2,748
|
|
|
$
|
69,428
|
|
|
$
|
17,370
|
|
|
$
|
(114,883
|
)
|
|
$
|
84,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current portion of debt
|
|
$
|
1,510
|
|
|
$
|
600
|
|
|
$
|
—
|
|
|
$
|
1,187
|
|
|
$
|
122
|
|
|
$
|
—
|
|
|
$
|
3,419
|
|
Other current liabilities - affiliates
|
|
1,788
|
|
|
14,623
|
|
|
51
|
|
|
9,133
|
|
|
487
|
|
|
(26,082
|
)
|
|
—
|
|
|||||||
All other current liabilities
|
|
373
|
|
|
481
|
|
|
7
|
|
|
1,831
|
|
|
470
|
|
|
(15
|
)
|
|
3,147
|
|
|||||||
Long-term debt
|
|
14,226
|
|
|
19,662
|
|
|
374
|
|
|
5,260
|
|
|
679
|
|
|
—
|
|
|
40,201
|
|
|||||||
Notes payable to affiliates
|
|
1,547
|
|
|
448
|
|
|
753
|
|
|
20,217
|
|
|
1,358
|
|
|
(24,323
|
)
|
|
—
|
|
|||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
2
|
|
|
625
|
|
|
1,609
|
|
|
(2,236
|
)
|
|
—
|
|
|||||||
All other long-term liabilities and deferred credits
|
|
657
|
|
|
70
|
|
|
—
|
|
|
889
|
|
|
461
|
|
|
—
|
|
|
2,077
|
|
|||||||
Total liabilities
|
|
20,101
|
|
|
35,884
|
|
|
1,187
|
|
|
39,142
|
|
|
5,186
|
|
|
(52,656
|
)
|
|
48,844
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total KMI equity
|
|
35,111
|
|
|
18,558
|
|
|
1,561
|
|
|
30,286
|
|
|
12,184
|
|
|
(62,589
|
)
|
|
35,111
|
|
|||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
362
|
|
|
362
|
|
|||||||
Total stockholders’ Equity
|
|
35,111
|
|
|
18,558
|
|
|
1,561
|
|
|
30,286
|
|
|
12,184
|
|
|
(62,227
|
)
|
|
35,473
|
|
|||||||
Total Liabilities and Stockholders’ Equity
|
|
$
|
55,212
|
|
|
$
|
54,442
|
|
|
$
|
2,748
|
|
|
$
|
69,428
|
|
|
$
|
17,370
|
|
|
$
|
(114,883
|
)
|
|
$
|
84,317
|
|
Condensed Consolidating Balance Sheets as of December 31, 2015
(In Millions)
|
||||||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Issuer and Guarantor - Copano |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating
Adjustments
|
|
Consolidated KMI
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
|
$
|
123
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
142
|
|
|
$
|
(48
|
)
|
|
$
|
229
|
|
Other current assets - affiliates
|
|
2,233
|
|
|
1,600
|
|
|
—
|
|
|
9,451
|
|
|
695
|
|
|
(13,979
|
)
|
|
—
|
|
|||||||
All other current assets
|
|
126
|
|
|
119
|
|
|
—
|
|
|
2,163
|
|
|
195
|
|
|
(8
|
)
|
|
2,595
|
|
|||||||
Property, plant and equipment, net
|
|
252
|
|
|
—
|
|
|
—
|
|
|
32,195
|
|
|
8,100
|
|
|
—
|
|
|
40,547
|
|
|||||||
Investments
|
|
16
|
|
|
2
|
|
|
—
|
|
|
5,906
|
|
|
116
|
|
|
—
|
|
|
6,040
|
|
|||||||
Investments in subsidiaries
|
|
27,401
|
|
|
28,038
|
|
|
2,341
|
|
|
4,361
|
|
|
3,320
|
|
|
(65,461
|
)
|
|
—
|
|
|||||||
Goodwill
|
|
15,089
|
|
|
22
|
|
|
287
|
|
|
5,221
|
|
|
3,171
|
|
|
—
|
|
|
23,790
|
|
|||||||
Notes receivable from affiliates
|
|
850
|
|
|
21,319
|
|
|
—
|
|
|
2,070
|
|
|
380
|
|
|
(24,619
|
)
|
|
—
|
|
|||||||
Deferred income taxes
|
|
7,501
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,178
|
)
|
|
5,323
|
|
|||||||
Other non-current assets
|
|
215
|
|
|
307
|
|
|
1
|
|
|
4,943
|
|
|
114
|
|
|
—
|
|
|
5,580
|
|
|||||||
Total assets
|
|
$
|
53,806
|
|
|
$
|
51,407
|
|
|
$
|
2,629
|
|
|
$
|
66,322
|
|
|
$
|
16,233
|
|
|
$
|
(106,293
|
)
|
|
$
|
84,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current portion of debt
|
|
$
|
67
|
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
132
|
|
|
$
|
122
|
|
|
$
|
—
|
|
|
$
|
821
|
|
Other current liabilities - affiliates
|
|
1,328
|
|
|
8,682
|
|
|
39
|
|
|
3,216
|
|
|
714
|
|
|
(13,979
|
)
|
|
—
|
|
|||||||
All other current liabilities
|
|
321
|
|
|
458
|
|
|
7
|
|
|
1,987
|
|
|
527
|
|
|
(56
|
)
|
|
3,244
|
|
|||||||
Long-term debt
|
|
13,845
|
|
|
20,053
|
|
|
378
|
|
|
7,447
|
|
|
683
|
|
|
—
|
|
|
42,406
|
|
|||||||
Notes payable to affiliates
|
|
2,404
|
|
|
448
|
|
|
622
|
|
|
19,840
|
|
|
1,305
|
|
|
(24,619
|
)
|
|
—
|
|
|||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
2
|
|
|
594
|
|
|
1,582
|
|
|
(2,178
|
)
|
|
—
|
|
|||||||
Other long-term liabilities and deferred credits
|
|
722
|
|
|
193
|
|
|
—
|
|
|
907
|
|
|
408
|
|
|
—
|
|
|
2,230
|
|
|||||||
Total liabilities
|
|
18,687
|
|
|
30,334
|
|
|
1,048
|
|
|
34,123
|
|
|
5,341
|
|
|
(40,832
|
)
|
|
48,701
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total KMI equity
|
|
35,119
|
|
|
21,073
|
|
|
1,581
|
|
|
32,199
|
|
|
10,892
|
|
|
(65,745
|
)
|
|
35,119
|
|
|||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
284
|
|
|
284
|
|
|||||||
Total stockholders’ Equity
|
|
35,119
|
|
|
21,073
|
|
|
1,581
|
|
|
32,199
|
|
|
10,892
|
|
|
(65,461
|
)
|
|
35,403
|
|
|||||||
Total Liabilities and Stockholders’ Equity
|
|
$
|
53,806
|
|
|
$
|
51,407
|
|
|
$
|
2,629
|
|
|
$
|
66,322
|
|
|
$
|
16,233
|
|
|
$
|
(106,293
|
)
|
|
$
|
84,104
|
|
Condensed Consolidating Statements of Cash Flows for the Six Months Ended June 30, 2016
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Issuer and Guarantor - Copano |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(1,950
|
)
|
|
$
|
2,976
|
|
|
$
|
(143
|
)
|
|
$
|
5,616
|
|
|
$
|
221
|
|
|
$
|
(4,376
|
)
|
|
$
|
2,344
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Funding to affiliates
|
|
(1,670
|
)
|
|
(770
|
)
|
|
(1
|
)
|
|
(2,455
|
)
|
|
(219
|
)
|
|
5,115
|
|
|
—
|
|
|||||||
Capital expenditures
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
(929
|
)
|
|
(504
|
)
|
|
—
|
|
|
(1,470
|
)
|
|||||||
Contributions to investments
|
|
(343
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(7
|
)
|
|
—
|
|
|
(363
|
)
|
|||||||
Acquisitions of assets and investments, net of cash acquired
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(331
|
)
|
|
—
|
|
|
—
|
|
|
(333
|
)
|
|||||||
Sale of property, plant and equipment, investments and other net assets, net of removal costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220
|
|
|
—
|
|
|
—
|
|
|
220
|
|
|||||||
Distributions from equity investments in excess of cumulative earnings
|
|
1,443
|
|
|
298
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
(1,728
|
)
|
|
81
|
|
|||||||
Other, net
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
37
|
|
|
2
|
|
|
—
|
|
|
(15
|
)
|
|||||||
Net cash used in investing activities
|
|
(609
|
)
|
|
(526
|
)
|
|
(1
|
)
|
|
(3,403
|
)
|
|
(728
|
)
|
|
3,387
|
|
|
(1,880
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Issuances of debt
|
|
6,847
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,847
|
|
|||||||
Payments of debt
|
|
(5,191
|
)
|
|
(500
|
)
|
|
—
|
|
|
(1,104
|
)
|
|
(5
|
)
|
|
—
|
|
|
(6,800
|
)
|
|||||||
Funding from affiliates
|
|
1,429
|
|
|
882
|
|
|
144
|
|
|
2,124
|
|
|
536
|
|
|
(5,115
|
)
|
|
—
|
|
|||||||
Debt issue costs
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||||
Cash dividends - common shares
|
|
(559
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(559
|
)
|
|||||||
Cash dividends - preferred shares
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
|||||||
Contributions from parents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
(87
|
)
|
|
—
|
|
|||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
87
|
|
|||||||
Distributions to parents
|
|
—
|
|
|
(2,832
|
)
|
|
—
|
|
|
(3,234
|
)
|
|
(90
|
)
|
|
6,156
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
|
2,444
|
|
|
(2,450
|
)
|
|
144
|
|
|
(2,214
|
)
|
|
528
|
|
|
1,030
|
|
|
(518
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net (decrease) increase in cash and cash equivalents
|
|
(115
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
26
|
|
|
41
|
|
|
(49
|
)
|
|||||||
Cash and cash equivalents, beginning of period
|
|
123
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
142
|
|
|
(48
|
)
|
|
229
|
|
|||||||
Cash and cash equivalents, end of period
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
168
|
|
|
$
|
(7
|
)
|
|
$
|
180
|
|
Condensed Consolidating Statements of Cash Flows for the Six Months Ended June 30, 2015
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Issuer and Guarantor - Copano |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(1,147
|
)
|
|
$
|
5,190
|
|
|
$
|
72
|
|
|
$
|
3,755
|
|
|
$
|
(26
|
)
|
|
$
|
(5,306
|
)
|
|
$
|
2,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Funding to affiliates
|
|
(2,118
|
)
|
|
(6,486
|
)
|
|
(1
|
)
|
|
(4,387
|
)
|
|
(351
|
)
|
|
13,343
|
|
|
—
|
|
|||||||
Capital expenditures
|
|
(23
|
)
|
|
—
|
|
|
(3
|
)
|
|
(1,705
|
)
|
|
(183
|
)
|
|
5
|
|
|
(1,909
|
)
|
|||||||
Contributions to investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|||||||
Investment in KMP
|
|
(159
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|||||||
Acquisitions of assets and investments, net of cash acquired
|
|
(1,709
|
)
|
|
—
|
|
|
—
|
|
|
(210
|
)
|
|
—
|
|
|
—
|
|
|
(1,919
|
)
|
|||||||
Sale of property, plant and equipment, investments and other net assets, net of removal costs
|
|
—
|
|
|
—
|
|
|
5
|
|
|
4
|
|
|
—
|
|
|
(5
|
)
|
|
4
|
|
|||||||
Distributions from equity investments in excess of cumulative earnings
|
|
292
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
(258
|
)
|
|
114
|
|
|||||||
Other, net
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
4
|
|
|
9
|
|
|
—
|
|
|
11
|
|
|||||||
Net cash (used in) provided by investing activities
|
|
(3,717
|
)
|
|
(6,488
|
)
|
|
1
|
|
|
(6,259
|
)
|
|
(525
|
)
|
|
13,244
|
|
|
(3,744
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Issuances of debt
|
|
9,485
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,485
|
|
|||||||
Payments of debt
|
|
(8,598
|
)
|
|
(300
|
)
|
|
—
|
|
|
(38
|
)
|
|
(5
|
)
|
|
—
|
|
|
(8,941
|
)
|
|||||||
Funding from (to) affiliates
|
|
3,471
|
|
|
3,906
|
|
|
(73
|
)
|
|
5,546
|
|
|
493
|
|
|
(13,343
|
)
|
|
—
|
|
|||||||
Debt issue costs
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||||||
Issuances of common shares
|
|
2,562
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,562
|
|
|||||||
Cash dividends
|
|
(2,006
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,006
|
)
|
|||||||
Repurchases of warrants
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||||
Contributions from parents
|
|
—
|
|
|
156
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(159
|
)
|
|
—
|
|
|||||||
Distributions to parents
|
|
—
|
|
|
(2,478
|
)
|
|
—
|
|
|
(3,010
|
)
|
|
(92
|
)
|
|
5,580
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
|||||||
Other, net
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
|
4,889
|
|
|
1,283
|
|
|
(73
|
)
|
|
2,501
|
|
|
396
|
|
|
(7,938
|
)
|
|
1,058
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net increase (decrease) in cash and cash equivalents
|
|
25
|
|
|
(15
|
)
|
|
—
|
|
|
(3
|
)
|
|
(159
|
)
|
|
—
|
|
|
(152
|
)
|
|||||||
Cash and cash equivalents, beginning of period
|
|
4
|
|
|
15
|
|
|
—
|
|
|
17
|
|
|
279
|
|
|
—
|
|
|
315
|
|
|||||||
Cash and cash equivalents, end of period
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
163
|
|
|
||||||||||||||
|
Three Months Ended June 30,
|
|
|
|||||||||||
|
2016
|
|
2015
|
|
Earnings
increase/(decrease)
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
Segment EBDA(a)
|
|
|
|
|
|
|
|
|||||||
Natural Gas Pipelines
|
$
|
966
|
|
|
$
|
928
|
|
|
$
|
38
|
|
|
4
|
%
|
CO
2
|
203
|
|
|
240
|
|
|
(37
|
)
|
|
(15
|
)%
|
|||
Terminals
|
292
|
|
|
279
|
|
|
13
|
|
|
5
|
%
|
|||
Products Pipelines
|
293
|
|
|
277
|
|
|
16
|
|
|
6
|
%
|
|||
Kinder Morgan Canada
|
40
|
|
|
37
|
|
|
3
|
|
|
8
|
%
|
|||
Other
|
(5
|
)
|
|
(40
|
)
|
|
35
|
|
|
88
|
%
|
|||
Total Segment EBDA(b)
|
1,789
|
|
|
1,721
|
|
|
68
|
|
|
4
|
%
|
|||
DD&A expense
|
(552
|
)
|
|
(570
|
)
|
|
18
|
|
|
3
|
%
|
|||
Amortization of excess cost of equity investments
|
(16
|
)
|
|
(14
|
)
|
|
(2
|
)
|
|
(14
|
)%
|
|||
Other revenues
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
%
|
|||
General and administrative expense(c)
|
(189
|
)
|
|
(164
|
)
|
|
(25
|
)
|
|
(15
|
)%
|
|||
Interest expense, net of unallocable interest income(d)
|
(470
|
)
|
|
(472
|
)
|
|
2
|
|
|
—
|
%
|
|||
Income before unallocable income taxes
|
571
|
|
|
510
|
|
|
61
|
|
|
12
|
%
|
|||
Unallocable income tax expense
|
(196
|
)
|
|
(168
|
)
|
|
(28
|
)
|
|
(17
|
)%
|
|||
Net income
|
375
|
|
|
342
|
|
|
33
|
|
|
10
|
%
|
|||
Net income attributable to noncontrolling interests
|
(3
|
)
|
|
(9
|
)
|
|
6
|
|
|
67
|
%
|
|||
Net income attributable to Kinder Morgan, Inc.
|
372
|
|
|
333
|
|
|
39
|
|
|
12
|
%
|
|||
Preferred Stock Dividends
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|
n/a
|
|
|||
Net income available to common stockholders
|
$
|
333
|
|
|
$
|
333
|
|
|
$
|
—
|
|
|
—
|
%
|
|
Six Months Ended June 30,
|
|
|
|||||||||||
|
2016
|
|
2015
|
|
Earnings
increase/(decrease)
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
Segment EBDA(a)
|
|
|
|
|
|
|
|
|||||||
Natural Gas Pipelines
|
$
|
1,958
|
|
|
$
|
1,943
|
|
|
$
|
15
|
|
|
1
|
%
|
CO
2
|
389
|
|
|
576
|
|
|
(187
|
)
|
|
(32
|
)%
|
|||
Terminals
|
545
|
|
|
549
|
|
|
(4
|
)
|
|
(1
|
)%
|
|||
Products Pipelines
|
472
|
|
|
523
|
|
|
(51
|
)
|
|
(10
|
)%
|
|||
Kinder Morgan Canada
|
80
|
|
|
78
|
|
|
2
|
|
|
3
|
%
|
|||
Other
|
(13
|
)
|
|
(46
|
)
|
|
33
|
|
|
72
|
%
|
|||
Total Segment EBDA(b)
|
3,431
|
|
|
3,623
|
|
|
(192
|
)
|
|
(5
|
)%
|
|||
DD&A expense
|
(1,103
|
)
|
|
(1,108
|
)
|
|
5
|
|
|
—
|
%
|
|||
Amortization of excess cost of equity investments
|
(30
|
)
|
|
(26
|
)
|
|
(4
|
)
|
|
(15
|
)%
|
|||
Other revenues
|
17
|
|
|
18
|
|
|
(1
|
)
|
|
(6
|
)%
|
|||
General and administrative expense(c)
|
(379
|
)
|
|
(380
|
)
|
|
1
|
|
|
—
|
%
|
|||
Interest expense, net of unallocable interest income(d)
|
(912
|
)
|
|
(986
|
)
|
|
74
|
|
|
8
|
%
|
|||
Income before unallocable income taxes
|
1,024
|
|
|
1,141
|
|
|
(117
|
)
|
|
(10
|
)%
|
|||
Unallocable income tax expense
|
(335
|
)
|
|
(380
|
)
|
|
45
|
|
|
12
|
%
|
|||
Net income
|
689
|
|
|
761
|
|
|
(72
|
)
|
|
(9
|
)%
|
|||
Net (income) loss attributable to noncontrolling interests
|
(2
|
)
|
|
1
|
|
|
(3
|
)
|
|
(300
|
)%
|
|||
Net income attributable to Kinder Morgan, Inc.
|
687
|
|
|
762
|
|
|
(75
|
)
|
|
(10
|
)%
|
|||
Preferred Stock Dividends
|
(78
|
)
|
|
—
|
|
|
(78
|
)
|
|
n/a
|
|
|||
Net income available to common stockholders
|
$
|
609
|
|
|
$
|
762
|
|
|
$
|
(153
|
)
|
|
(20
|
)%
|
(a)
|
Includes revenues, earnings from equity investments, allocable interest income and other, net, less operating expenses, allocable income taxes, other expense (income), net, losses on impairments and disposals of long-lived assets, net. Operating expenses include natural gas purchases and other costs of sales, operations and maintenance expenses, and taxes, other than income taxes. Allocable income tax expenses included in Segment EBDA for the three months ended June 30, 2016 and 2015 were $
17 million
and $21 million, respectively, and for the six months ended June 30, 2016 and 2015 were $
32 million
and $33 million, respectively.
|
(b)
|
Three and six month 2016 amounts include net decreases in earnings of $7 million and $305 million, respectively, and three and six month 2015 amounts include decreases in earnings of $106 million and $116 million, respectively, related to the combined effect of the certain items impacting Total Segment EBDA. The extent to which these items affect each of our business segments is discussed below in the footnotes to the tables within “—Segment Earnings Results.”
|
(c)
|
Three and six month 2016 amounts include net increases in expense of $22 million and $28 million, respectively, and three and six month 2015 amounts include a decrease in expense of $9 million and an increase in expense of $29 million, respectively, related to the combined effect of the certain items related to general and administrative expense disclosed below in “—General and Administrative, Interest, and Noncontrolling Interests.”
|
(d)
|
Three and six month 2016 amounts include net decreases in expense of $40 million and $109 million, respectively, and three and six month 2015 amounts include decreases in expense of $55 million for both respective periods, related to the combined effect of the certain items related to interest expense, net of unallocable interest income disclosed below in “—General and Administrative, Interest, and Noncontrolling Interests.”
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
||||||||||
Net Income Available to Common Stockholders
|
$
|
333
|
|
|
$
|
333
|
|
|
$
|
609
|
|
|
$
|
762
|
|
Add/(Subtract):
|
|
|
|
|
|
|
|
||||||||
Certain items before book tax(a)
|
(9
|
)
|
|
42
|
|
|
226
|
|
|
90
|
|
||||
Book tax certain items(b)
|
1
|
|
|
(19
|
)
|
|
(102
|
)
|
|
(41
|
)
|
||||
Certain items after book tax
|
(8
|
)
|
|
23
|
|
|
124
|
|
|
49
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Noncontrolling interest certain items(c)
|
(3
|
)
|
|
1
|
|
|
(9
|
)
|
|
(14
|
)
|
||||
Net income available to common stockholders before certain items
|
322
|
|
|
357
|
|
|
724
|
|
|
797
|
|
||||
Add/(Subtract):
|
|
|
|
|
|
|
|
||||||||
DD&A expense(d)
|
656
|
|
|
662
|
|
|
1,308
|
|
|
1,296
|
|
||||
Total book taxes(e)
|
236
|
|
|
227
|
|
|
515
|
|
|
489
|
|
||||
Cash taxes(f)
|
(37
|
)
|
|
(18
|
)
|
|
(39
|
)
|
|
(16
|
)
|
||||
Other items(g)
|
10
|
|
|
8
|
|
|
20
|
|
|
16
|
|
||||
Sustaining capital expenditures(h)
|
(137
|
)
|
|
(141
|
)
|
|
(245
|
)
|
|
(245
|
)
|
||||
DCF
|
$
|
1,050
|
|
|
$
|
1,095
|
|
|
$
|
2,283
|
|
|
$
|
2,337
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding for dividends(i)
|
2,237
|
|
|
2,194
|
|
|
2,237
|
|
|
2,177
|
|
||||
DCF per common share
|
$
|
0.47
|
|
|
$
|
0.50
|
|
|
$
|
1.02
|
|
|
$
|
1.07
|
|
Declared dividend per common share
|
$
|
0.125
|
|
|
$
|
0.490
|
|
|
$
|
0.250
|
|
|
$
|
0.970
|
|
(a)
|
Consists of certain items summarized in footnotes (b) through (d) to the “
—
Consolidated Earnings Results
—
Results of Operations” table included below, and described in more detail below in the footnotes to tables included in both our management’s discussion and analysis of segment results and “
—
General and Administrative, Interest, and Noncontrolling Interests.”
|
(b)
|
Represents income tax provision on certain items, plus discrete income tax items.
|
(c)
|
Represents noncontrolling interests share of certain items.
|
(d)
|
Includes DD&A and amortization of excess cost of equity investments. Three and six month 2016 amounts also include $88 million and $175 million, respectively, and three and six month 2015 amounts also include $78 million and $162 million, respectively, of our share of equity investees’ DD&A.
|
(e)
|
Excludes book tax certain items and includes income tax allocated to the segments. Three and six month 2016 amounts also include $24 million and $46 million, respectively, and three and six month 2015 amounts also include $19 million and $35 million, respectively, of our share of taxable equity investees’ book tax expense.
|
(f)
|
Three and six month 2016 amounts include $(30) million and $(34) million, respectively, and three and six month 2015 amounts include $(7) million and $(6) million, respectively, of our share of taxable equity investees’ cash taxes.
|
(g)
|
Consists primarily of non-cash compensation associated with our restricted stock program.
|
(h)
|
Three and six month 2016 amounts include $(20) million and $(42) million, respectively, and three and six month 2015 amounts include $(16) million and $(34) million, respectively, of our share of equity investees’ sustaining capital expenditures.
|
(i)
|
Includes restricted stock awards that participate in common share dividends and dilutive effect of warrants, as applicable.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions, except operating statistics)
|
||||||||||||||
Revenues(a)
|
$
|
1,883
|
|
|
$
|
2,096
|
|
|
$
|
3,854
|
|
|
$
|
4,276
|
|
Operating expenses
|
(1,004
|
)
|
|
(1,227
|
)
|
|
(1,943
|
)
|
|
(2,399
|
)
|
||||
Loss on impairments and disposals of long-lived assets, net(b)
|
(5
|
)
|
|
(39
|
)
|
|
(121
|
)
|
|
(92
|
)
|
||||
Other income
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Earnings from equity investments(b)
|
84
|
|
|
92
|
|
|
156
|
|
|
147
|
|
||||
Interest income and Other, net
|
9
|
|
|
5
|
|
|
15
|
|
|
12
|
|
||||
Income tax expense
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(4
|
)
|
||||
Segment EBDA(b)
|
966
|
|
|
928
|
|
|
1,958
|
|
|
1,943
|
|
||||
Certain items(b)
|
(8
|
)
|
|
37
|
|
|
130
|
|
|
109
|
|
||||
Segment EBDA before certain items
|
$
|
958
|
|
|
$
|
965
|
|
|
$
|
2,088
|
|
|
$
|
2,052
|
|
|
|
|
|
|
|
|
|
||||||||
Change from prior period
|
Increase/(Decrease)
|
||||||||||||||
Revenues before certain items
|
$
|
(228
|
)
|
|
(11
|
)%
|
|
$
|
(423
|
)
|
|
(10
|
)%
|
||
Segment EBDA before certain items
|
$
|
(7
|
)
|
|
(1
|
)%
|
|
$
|
36
|
|
|
2
|
%
|
||
|
|
|
|
|
|
|
|
||||||||
Natural gas transport volumes (BBtu/d)(c)
|
28,728
|
|
|
27,764
|
|
|
29,560
|
|
|
29,303
|
|
||||
Natural gas sales volumes (BBtu/d)(d)
|
2,281
|
|
|
2,408
|
|
|
2,306
|
|
|
2,402
|
|
||||
Natural gas gathering volumes (BBtu/d)(e)
|
2,993
|
|
|
3,573
|
|
|
3,100
|
|
|
3,560
|
|
||||
Crude/condensate gathering volumes (MBbl/d)(f)
|
304
|
|
|
346
|
|
|
324
|
|
|
338
|
|
(a)
|
Three and six month 2016 amounts include decreases in revenue of $26 million and $32 million, respectively, and three and six month 2015 amounts include a decrease in revenue of $2 million and an increase in revenue of $6 million, respectively, related to non-cash mark-to-market derivative contracts used to hedge forecasted natural gas, NGL and crude oil sales. Three and six month 2016 amounts also include increases in revenue of $39 million for both periods associated with revenue collected on a customer’s early buyout of a long-term natural gas storage contract.
|
(b)
|
In addition to the revenue certain items described in footnote (a) above: three and six month 2016 amounts also include decreases in earnings of $5 million and $16 million, respectively, related to losses on impairments and disposals of other assets, and six month 2016 amount also includes decreases in earnings of (i) $106 million of project write-offs; (ii) $13 million related to an equity investment impairment; and (iii) $2 million from other certain items, and three and six month 2015 amounts also include (i) decreases in earnings of $49 million and $128 million, respectively, related to losses on impairments and disposals of long-lived assets and equity investments; (ii) increase in earnings of $10 million for both periods related to a gain on the sale of SNG’s Carthage Line; and (iii) increases in earnings of $4 million and $3 million, respectively, from other certain items.
|
(c)
|
Includes pipeline volumes for Kinder Morgan North Texas Pipeline LLC, Monterrey, TransColorado Gas Transmission Company LLC (TransColorado), Midcontinent Express Pipeline LLC, KMLP, Fayetteville Express Pipeline LLC, TGP, EPNG, South Texas Midstream, the Texas Intrastate Natural Gas Pipeline operations, CIG, Wyoming Interstate Company, L.L.C., CPG, SNG, Elba Express, Sierrita Gas Pipeline LLC, Natural Gas Pipeline Company of America LLC, Citrus and Ruby Pipeline, L.L.C. Joint venture throughput is reported at our ownership share. Volumes for acquired pipelines are included at our ownership share for the entire period, however, EBDA contributions from acquisitions are included only for the periods subsequent to their acquisition.
|
(d)
|
Represents volumes for the Texas Intrastate Natural Gas Pipeline operations and Kinder Morgan North Texas Pipeline LLC.
|
(e)
|
Includes Oklahoma Midstream, South Texas Midstream, Eagle Ford Gathering LLC, North Texas Midstream, Camino Real Gathering Company, L.L.C. (Camino Real), Kinder Morgan Altamont LLC, KinderHawk Field Services LLC (KinderHawk), Endeavor, Bighorn Gas Gathering L.L.C., Webb Duval Gatherers, Fort Union Gas Gathering L.L.C., EagleHawk Field Services LLC (EagleHawk), Red Cedar Gathering Company and Hiland Midstream throughput volumes. Joint venture throughput is reported at our ownership share. Volumes for acquired pipelines are included at our ownership share for the entire period.
|
(f)
|
Includes Hiland Midstream, EagleHawk and Camino Real. Joint Venture throughput is reported at our ownership share. Volumes for
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
South Texas Midstream
|
$
|
(18
|
)
|
|
(21
|
)%
|
|
$
|
(58
|
)
|
|
(18
|
)%
|
KinderHawk
|
(13
|
)
|
|
(36
|
)%
|
|
(14
|
)
|
|
(35
|
)%
|
||
KMLP
|
(7
|
)
|
|
(140
|
)%
|
|
(8
|
)
|
|
(100
|
)%
|
||
CIG
|
(7
|
)
|
|
(10
|
)%
|
|
(8
|
)
|
|
(9
|
)%
|
||
CPG
|
(4
|
)
|
|
(31
|
)%
|
|
(5
|
)
|
|
(28
|
)%
|
||
TransColorado
|
(4
|
)
|
|
(50
|
)%
|
|
(4
|
)
|
|
(40
|
)%
|
||
TGP
|
30
|
|
|
13
|
%
|
|
49
|
|
|
17
|
%
|
||
Hiland Midstream
|
17
|
|
|
47
|
%
|
|
(8
|
)
|
|
(5
|
)%
|
||
Texas Intrastate Natural Gas Pipeline Operations
|
5
|
|
|
8
|
%
|
|
(161
|
)
|
|
(23
|
)%
|
||
All others (including eliminations)
|
(6
|
)
|
|
(1
|
)%
|
|
(11
|
)
|
|
(2
|
)%
|
||
Total Natural Gas Pipelines
|
$
|
(7
|
)
|
|
(1
|
)%
|
|
$
|
(228
|
)
|
|
(11
|
)%
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
South Texas Midstream
|
$
|
(29
|
)
|
|
(17
|
)%
|
|
$
|
(130
|
)
|
|
(21
|
)%
|
KinderHawk
|
(29
|
)
|
|
(38
|
)%
|
|
(30
|
)
|
|
(35
|
)%
|
||
KMLP
|
(15
|
)
|
|
(136
|
)%
|
|
(17
|
)
|
|
(100
|
)%
|
||
CIG
|
(10
|
)
|
|
(6
|
)%
|
|
(11
|
)
|
|
(6
|
)%
|
||
CPG
|
(12
|
)
|
|
(39
|
)%
|
|
(13
|
)
|
|
(32
|
)%
|
||
TransColorado
|
(8
|
)
|
|
(50
|
)%
|
|
(8
|
)
|
|
(42
|
)%
|
||
TGP
|
106
|
|
|
22
|
%
|
|
137
|
|
|
23
|
%
|
||
Hiland Midstream
|
40
|
|
|
69
|
%
|
|
34
|
|
|
16
|
%
|
||
Texas Intrastate Natural Gas Pipeline Operations
|
(1
|
)
|
|
(1
|
)%
|
|
(368
|
)
|
|
(24
|
)%
|
||
All others (including eliminations)
|
(6
|
)
|
|
(1
|
)%
|
|
(17
|
)
|
|
(2
|
)%
|
||
Total Natural Gas Pipelines
|
$
|
36
|
|
|
2
|
%
|
|
$
|
(423
|
)
|
|
(10
|
)%
|
•
|
decreases of $18 million (21%) and $29 million (17%), respectively, from South Texas Midstream primarily due to lower volumes and commodity prices, which resulted in decreases in revenue of approximately $58 million and $130 million, respectively, partially offset by decreases in costs of sales;
|
•
|
decreases of $13 million (36%) and $29 million (38%), respectively, from KinderHawk due to the expiration of a minimum volume contract in 2015 and lower volumes;
|
•
|
decreases of $7 million (140%) and $15 million (136%), respectively, from KMLP as a result of a customer contract buyout in the fourth quarter of 2015;
|
•
|
decreases of $7 million (10%) and $10 million (6%), respectively, from CIG primarily due to elimination of revenue surcharge mechanism in 2016 as a result of latest rate case settlement and lower firm reservation revenues due to contract expirations and contract renewals at lower rates;
|
•
|
decreases of $4 million (31%) and $12 million (39%), respectively, from CPG due primarily to lower transport revenues as a result of contract expirations;
|
•
|
decreases of $4 million (50%) and $8 million (50%), respectively, from TransColorado primarily due to lower transport revenues as a result of contract expirations;
|
•
|
increases of $30 million (13%) and $106 million (22%), respectively, from TGP primarily due to expansion projects placed in service during 2015 and favorable 2016 firm transport revenues;
|
•
|
increases of $17 million (47%) and $40 million (69%), respectively, from Hiland Midstream primarily due to higher transportation and gathering volumes and favorable margins on renegotiated contracts, along with results of a full six months from our February 2015 Hiland acquisition; and
|
•
|
increase of $5 million (8%) and a decrease of $1 million (1%), respectively, from our Texas intrastate natural gas pipeline operations (including the operations of its Kinder Morgan Tejas, Border, Kinder Morgan Texas, North Texas and Mier-Monterrey Mexico pipeline systems). The quarter-to-date increase was largely due to higher storage margins partially offset by lower transportation margins as a result of lower volumes. The decrease in revenues of $161 million and $368 million, respectively, resulted primarily from decreases in sales revenues due to lower commodity prices which was largely offset by a corresponding decreases in costs of sales.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions, except operating statistics)
|
||||||||||||||
Revenues(a)
|
$
|
304
|
|
|
$
|
353
|
|
|
$
|
606
|
|
|
$
|
799
|
|
Operating expenses
|
(102
|
)
|
|
(110
|
)
|
|
(200
|
)
|
|
(224
|
)
|
||||
Gain (loss) on impairments and disposals of long-lived assets, net(b)
|
1
|
|
|
(9
|
)
|
|
(20
|
)
|
|
(9
|
)
|
||||
Other expense
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Earnings from equity investments(b)
|
2
|
|
|
6
|
|
|
5
|
|
|
12
|
|
||||
Income tax expense
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Segment EBDA(b)
|
203
|
|
|
240
|
|
|
389
|
|
|
576
|
|
||||
Certain items(b)
|
24
|
|
|
46
|
|
|
61
|
|
|
(9
|
)
|
||||
Segment EBDA before certain items
|
$
|
227
|
|
|
$
|
286
|
|
|
$
|
450
|
|
|
$
|
567
|
|
|
|
|
|
|
|
|
|
||||||||
Change from prior period
|
Increase/(Decrease)
|
||||||||||||||
Revenues before certain items
|
$
|
(68
|
)
|
|
(17
|
)%
|
|
$
|
(147
|
)
|
|
(19
|
)%
|
||
Segment EBDA before certain items
|
$
|
(59
|
)
|
|
(21
|
)%
|
|
$
|
(117
|
)
|
|
(21
|
)%
|
||
|
|
|
|
|
|
|
|
||||||||
Southwest Colorado CO
2
production (gross)(Bcf/d)(c)
|
1.2
|
|
|
1.2
|
|
|
1.2
|
|
|
1.2
|
|
||||
Southwest Colorado CO
2
production (net)(Bcf/d)(c)
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
||||
SACROC oil production (gross)(MBbl/d)(d)
|
29.7
|
|
|
35.1
|
|
|
30.1
|
|
|
35.4
|
|
||||
SACROC oil production (net)(MBbl/d)(e)
|
24.8
|
|
|
29.3
|
|
|
25.1
|
|
|
29.5
|
|
||||
Yates oil production (gross)(MBbl/d)(d)
|
18.7
|
|
|
19.1
|
|
|
18.9
|
|
|
19.0
|
|
||||
Yates oil production (net)(MBbl/d)(e)
|
8.3
|
|
|
8.6
|
|
|
8.4
|
|
|
8.5
|
|
||||
Katz, Goldsmith, and Tall Cotton oil production (gross)(MBbl/d)(d)
|
6.8
|
|
|
5.6
|
|
|
6.8
|
|
|
5.4
|
|
||||
Katz, Goldsmith and Tall Cotton oil production (net)(MBbl/d)(e)
|
5.7
|
|
|
4.7
|
|
|
5.8
|
|
|
4.6
|
|
||||
NGL sales volumes (net)(MBbl/d)(e)
|
10.3
|
|
|
10.5
|
|
|
10.1
|
|
|
10.2
|
|
||||
Realized weighted-average oil price per Bbl(f)
|
$
|
62.17
|
|
|
$
|
72.82
|
|
|
$
|
60.85
|
|
|
$
|
72.72
|
|
Realized weighted-average NGL price per Bbl(g)
|
$
|
17.73
|
|
|
$
|
20.04
|
|
|
$
|
15.57
|
|
|
$
|
20.36
|
|
(a)
|
Three and six month 2016 amounts include unrealized losses of $18 million and $28 million, respectively, and three and six month 2015 amounts include unrealized losses of $37 million and unrealized gains of $8 million, respectively, related to derivative contracts used to hedge forecasted crude oil sales. Six month 2015 amount also includes a favorable adjustment of $10 million related to carried working interest at McElmo Dome.
|
(b)
|
In addition to the revenue certain items described in footnote (a) above: three and six month 2016 amounts also include decreases of $6 million and $12 million, respectively, in equity earnings for our share of a project write-off recorded by an equity investee, and six month 2016 amount also includes a $21 million increase in expense related to source and transportation project write-offs, and three and six month 2015 amounts also include decreases in earnings of $9 million for both periods related to an impairment charge associated with the pending sale of excess construction pipe.
|
(c)
|
Includes McElmo Dome and Doe Canyon sales volumes.
|
(d)
|
Represents 100% of the production from the field. We own approximately 97% working interest in the SACROC unit, an approximately 50% working interest in the Yates unit, an approximately 99% working interest in the Katz unit, a 100% interest in the Tall Cotton field and a 99% working interest in the Goldsmith Landreth unit.
|
(e)
|
Net after royalties and outside working interests.
|
(f)
|
Includes all crude oil production properties.
|
(g)
|
Includes production attributable to leasehold ownership and production attributable to our ownership in processing plants and third party processing agreements.
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Source and Transportation Activities
|
$
|
(5
|
)
|
|
(6
|
)%
|
|
$
|
(8
|
)
|
|
(9
|
)%
|
Oil and Gas Producing Activities
|
(54
|
)
|
|
(26
|
)%
|
|
(65
|
)
|
|
(21
|
)%
|
||
Intrasegment eliminations
|
—
|
|
|
—
|
%
|
|
5
|
|
|
42
|
%
|
||
Total CO
2
|
$
|
(59
|
)
|
|
(21
|
)%
|
|
$
|
(68
|
)
|
|
(17
|
)%
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Source and Transportation Activities
|
$
|
(14
|
)
|
|
(9
|
)%
|
|
$
|
(19
|
)
|
|
(10
|
)%
|
Oil and Gas Producing Activities
|
(103
|
)
|
|
(25
|
)%
|
|
(136
|
)
|
|
(22
|
)%
|
||
Intrasegment eliminations
|
—
|
|
|
—
|
%
|
|
8
|
|
|
32
|
%
|
||
Total CO
2
|
$
|
(117
|
)
|
|
(21
|
)%
|
|
$
|
(147
|
)
|
|
(19
|
)%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions, except operating statistics)
|
||||||||||||||
Revenues(a)
|
$
|
488
|
|
|
$
|
470
|
|
|
$
|
953
|
|
|
$
|
927
|
|
Operating expenses
|
(195
|
)
|
|
(189
|
)
|
|
(386
|
)
|
|
(378
|
)
|
||||
Gain (Loss) on impairments and disposals of long-lived assets, net(b)
|
3
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
||||
Other expense
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Earnings from equity investments
|
5
|
|
|
4
|
|
|
11
|
|
|
9
|
|
||||
Interest income and Other, net
|
1
|
|
|
5
|
|
|
1
|
|
|
6
|
|
||||
Income tax expense
|
(10
|
)
|
|
(9
|
)
|
|
(17
|
)
|
|
(13
|
)
|
||||
Segment EBDA(b)
|
292
|
|
|
279
|
|
|
545
|
|
|
549
|
|
||||
Certain items(b)
|
(9
|
)
|
|
(8
|
)
|
|
7
|
|
|
(14
|
)
|
||||
Segment EBDA before certain items
|
$
|
283
|
|
|
$
|
271
|
|
|
$
|
552
|
|
|
$
|
535
|
|
|
|
|
|
|
|
|
|
||||||||
Change from prior period
|
Increase/(Decrease)
|
||||||||||||||
Revenues before certain items
|
$
|
14
|
|
|
3
|
%
|
|
$
|
23
|
|
|
3
|
%
|
||
Segment EBDA before certain items
|
$
|
12
|
|
|
4
|
%
|
|
$
|
17
|
|
|
3
|
%
|
||
|
|
|
|
|
|
|
|
||||||||
Bulk transload tonnage (MMtons)(c)
|
15.5
|
|
|
15.9
|
|
|
29.2
|
|
|
32.1
|
|
||||
Ethanol (MMBbl)
|
16.3
|
|
|
16.3
|
|
|
31.6
|
|
|
32.3
|
|
||||
Liquids leasable capacity (MMBbl)
|
88.3
|
|
|
81.5
|
|
|
88.3
|
|
|
81.5
|
|
||||
Liquids utilization %(d)
|
94.8
|
%
|
|
93.2
|
%
|
|
94.8
|
%
|
|
93.2
|
%
|
(a)
|
Three and six month 2016 amounts include increases in revenue of $11 million and $16 million, respectively, and three and six month 2015 amounts include increases in revenue of $7 million and $13 million, respectively, from the amortization of a fair value adjustment (associated with the below market contracts assumed upon acquisition) from our Jones Act tankers.
|
(b)
|
In addition to the revenue certain items described in footnote (a) above: three and six month 2016 amounts also include increases in expense of $2 million and $3 million, respectively, related to other certain items, and six month 2016 amount also includes $20 million related to losses on impairments and disposals of long-lived assets, and three and six month 2015 amounts also include increases in earnings of $1 million for each period related to other certain items.
|
(c)
|
Includes our proportionate share of joint venture tonnage.
|
(d)
|
The ratio of our actual leased capacity to our estimated potential capacity.
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Marine Operations
|
$
|
13
|
|
|
54
|
%
|
|
$
|
17
|
|
|
46
|
%
|
Gulf Liquids
|
11
|
|
|
19
|
%
|
|
9
|
|
|
11
|
%
|
||
Northeast
|
5
|
|
|
22
|
%
|
|
6
|
|
|
15
|
%
|
||
Alberta, Canada
|
1
|
|
|
4
|
%
|
|
5
|
|
|
15
|
%
|
||
Gulf Bulk
|
(9
|
)
|
|
(38
|
)%
|
|
(12
|
)
|
|
(29
|
)%
|
||
Lower River
|
(7
|
)
|
|
(32
|
)%
|
|
(8
|
)
|
|
(22
|
)%
|
||
Gulf Central
|
(7
|
)
|
|
(30
|
)%
|
|
(7
|
)
|
|
(25
|
)%
|
||
All others (including intrasegment eliminations and unallocated income tax expenses)
|
5
|
|
|
7
|
%
|
|
4
|
|
|
2
|
%
|
||
Total Terminals
|
$
|
12
|
|
|
4
|
%
|
|
$
|
14
|
|
|
3
|
%
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Marine Operations
|
$
|
22
|
|
|
47
|
%
|
|
$
|
31
|
|
|
42
|
%
|
Gulf Liquids
|
14
|
|
|
12
|
%
|
|
15
|
|
|
9
|
%
|
||
Northeast
|
7
|
|
|
15
|
%
|
|
9
|
|
|
11
|
%
|
||
Alberta, Canada
|
7
|
|
|
15
|
%
|
|
19
|
|
|
33
|
%
|
||
Gulf Bulk
|
(23
|
)
|
|
(43
|
)%
|
|
(25
|
)
|
|
(29
|
)%
|
||
Lower River
|
(11
|
)
|
|
(27
|
)%
|
|
(10
|
)
|
|
(15
|
)%
|
||
Gulf Central
|
(7
|
)
|
|
(18
|
)%
|
|
(6
|
)
|
|
(13
|
)%
|
||
All others (including intrasegment eliminations and unallocated income tax expenses)
|
8
|
|
|
6
|
%
|
|
(10
|
)
|
|
(3
|
)%
|
||
Total Terminals
|
$
|
17
|
|
|
3
|
%
|
|
$
|
23
|
|
|
3
|
%
|
•
|
increases of $13 million (54%) and $22 million (47%), respectively, from our Marine Operations related to the incremental earnings from the December 2015 and May 2016 deliveries of the Jones Act tankers, the
“Lone Star State”
and
“Magnolia State,”
respectively,
and increased charter rates on the
“Empire State”
and
“Evergreen State”
Jones Act tankers;
|
•
|
increases of $11 million (19%) and $14 million (12%), respectively, from our Gulf Liquids terminals, primarily related to higher volumes as a result of various expansion projects, including marine infrastructure improvements at our Galena Park, Pasadena, and North Docks terminal, as well as higher rates and ancillary service activities on existing business;
|
•
|
increases of $5 million (22%) and $7 million (15%), respectively, from our Northeast terminals, primarily due to contributions from two terminals acquired as part of the BP Products North America Inc. acquisition which was completed in February 2016;
|
•
|
increases of $1 million (4%) and $7 million (15%), respectively, from our Alberta, Canada terminals, primarily related to a new joint venture rail terminal placed into service in April 2015;
|
•
|
decreases of $9 million (38%) and $23 million (43%), respectively, from our Gulf Bulk terminals, driven by decreased revenues and earnings of $11 million and $25 million, respectively, due to certain coal customer bankruptcies;
|
•
|
decreases of $7 million (32%) and $11 million (27%), respectively, from our Lower River terminals, driven by decreased revenues and earnings of $7 million and $14 million, respectively, due to certain coal customer bankruptcies;
|
•
|
decreases of $7 million (30%) and $7 million (18%), respectively, from our Gulf Central terminals, primarily as a result of a customer contract buyout in second quarter of 2015; and
|
•
|
decreases of $1 million and $7 million, respectively, due to certain coal customer bankruptcies which impacted our Mid Atlantic terminals included in “All others”.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions, except operating statistics)
|
||||||||||||||
Revenues(a)
|
$
|
401
|
|
|
$
|
478
|
|
|
$
|
797
|
|
|
$
|
922
|
|
Operating expenses(b)
|
(141
|
)
|
|
(210
|
)
|
|
(294
|
)
|
|
(419
|
)
|
||||
Gain (Loss) on impairments and disposals of long-lived assets, net(c)
|
5
|
|
|
—
|
|
|
(73
|
)
|
|
(1
|
)
|
||||
Earnings from equity investments
|
15
|
|
|
12
|
|
|
28
|
|
|
22
|
|
||||
Interest income and Other, net(d)
|
12
|
|
|
—
|
|
|
12
|
|
|
3
|
|
||||
Income tax benefit (expense)
|
1
|
|
|
(3
|
)
|
|
2
|
|
|
(4
|
)
|
||||
Segment EBDA(a)(b)(c)(d)
|
293
|
|
|
277
|
|
|
472
|
|
|
523
|
|
||||
Certain items(a)(b)(c)(d)
|
3
|
|
|
(2
|
)
|
|
111
|
|
|
(3
|
)
|
||||
Segment EBDA before certain items
|
$
|
296
|
|
|
$
|
275
|
|
|
$
|
583
|
|
|
$
|
520
|
|
|
|
|
|
|
|
|
|
||||||||
Change from prior period
|
Increase/(Decrease)
|
||||||||||||||
Revenues before certain items
|
$
|
(79
|
)
|
|
(17
|
)%
|
|
$
|
(126
|
)
|
|
(14
|
)%
|
||
Segment EBDA before certain items
|
$
|
21
|
|
|
8
|
%
|
|
$
|
63
|
|
|
12
|
%
|
||
|
|
|
|
|
|
|
|
||||||||
Gasoline (MMBbl)(e)
|
97.6
|
|
|
97.9
|
|
|
188.9
|
|
|
186.4
|
|
||||
Diesel fuel (MMBbl)
|
32.7
|
|
|
33.1
|
|
|
63.0
|
|
|
63.9
|
|
||||
Jet fuel (MMBbl)
|
26.0
|
|
|
26.6
|
|
|
51.1
|
|
|
51.0
|
|
||||
Total refined product volumes (MMBbl)(f)
|
156.3
|
|
|
157.6
|
|
|
303.0
|
|
|
301.3
|
|
||||
NGL (MMBbl)(g)
|
9.7
|
|
|
9.7
|
|
|
19.0
|
|
|
19.4
|
|
||||
Crude and condensate (MMBbl)(h)
|
27.9
|
|
|
25.2
|
|
|
58.8
|
|
|
43.7
|
|
||||
Total delivery volumes (MMBbl)
|
193.9
|
|
|
192.5
|
|
|
380.8
|
|
|
364.4
|
|
||||
Ethanol (MMBbl)(i)
|
10.7
|
|
|
10.5
|
|
|
20.8
|
|
|
20.4
|
|
(a)
|
Three and six month 2015 amounts include decreases in revenue of $2 million and $1 million, respectively, related to an unrealized swap loss.
|
(b)
|
Three and six month 2016 amounts include increases in expense of $20 million for both periods related to a legal settlement. Six month 2016 amount also includes $31 million of rate case liability estimate adjustments associated with pre-2016 revenues. In addition to the revenue certain items described in footnote (a) above: three and six month 2015 amounts also include decreases in expense of $4 million for both periods related to a certain Pacific operations litigation matter.
|
(c)
|
Three and six month 2016 amounts include a decrease in expense of a $5 million and a increase in expense of a $8 million, respectively, of non-cash impairment charges related to the potential sale of a Transmix facility; and six month 2016 amount also includes an increase in expense of $64 million related to the Palmetto project write-off.
|
(d)
|
Three and six month 2016 amounts include $12 million of gains for both periods related to the sale of an equity investment.
|
(e)
|
Volumes include ethanol pipeline volumes.
|
(f)
|
Includes Pacific, Plantation Pipe Line Company, Calnev, Central Florida and Parkway pipeline volumes. Joint
|
(g)
|
Includes Cochin and Cypress pipeline volumes. Joint venture throughput is reported at our ownership share.
|
(h)
|
Includes Kinder Morgan Crude & Condensate, Double Eagle Pipeline LLC and Double H pipeline volumes. Joint venture throughput is
|
(i)
|
Represents total ethanol volumes, including ethanol pipeline volumes included in gasoline volumes above.
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Crude & Condensate Pipeline
|
$
|
8
|
|
|
19
|
%
|
|
$
|
6
|
|
|
13
|
%
|
KMCC - Splitter
|
6
|
|
|
67
|
%
|
|
8
|
|
|
89
|
%
|
||
Cochin
|
6
|
|
|
24
|
%
|
|
4
|
|
|
11
|
%
|
||
Double H pipeline
|
—
|
|
|
—
|
%
|
|
1
|
|
|
6
|
%
|
||
Transmix
|
(1
|
)
|
|
(10
|
)%
|
|
(101
|
)
|
|
(66
|
)%
|
||
All others (including eliminations)
|
2
|
|
|
1
|
%
|
|
3
|
|
|
1
|
%
|
||
Total Products Pipelines
|
$
|
21
|
|
|
8
|
%
|
|
$
|
(79
|
)
|
|
(17
|
)%
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Crude & Condensate Pipeline
|
$
|
27
|
|
|
34
|
%
|
|
$
|
28
|
|
|
33
|
%
|
KMCC - Splitter
|
18
|
|
|
180
|
%
|
|
25
|
|
|
250
|
%
|
||
Cochin
|
1
|
|
|
2
|
%
|
|
3
|
|
|
4
|
%
|
||
Double H pipeline
|
8
|
|
|
44
|
%
|
|
12
|
|
|
52
|
%
|
||
Transmix
|
—
|
|
|
—
|
%
|
|
(202
|
)
|
|
(67
|
)%
|
||
All others (including eliminations)
|
9
|
|
|
3
|
%
|
|
8
|
|
|
2
|
%
|
||
Total Products Pipelines
|
$
|
63
|
|
|
12
|
%
|
|
$
|
(126
|
)
|
|
(14
|
)%
|
•
|
increases of $8 million (19%) and $27 million (34%), respectively, from our Kinder Morgan Crude & Condensate Pipeline driven primarily by an increase in pipeline throughput volumes from existing customers and additional volumes from new customers associated with expansion projects;
|
•
|
increases of $6 million (67%) and $18 million (180%), respectively, from our KMCC - Splitter due to first and second phases in full operation for 2016. Start up of first phase was in March 2015 and second phase was in July 2015;
|
•
|
increases of $6 million (24%) and $1 million (2%), respectively, from Cochin due to third party operational constraints downstream of the pipeline which occurred during the second quarter of 2015;
|
•
|
flat and $8 million (44%), respectively, due to a full six months of results from our Double H pipeline, which began operations in March 2015; and
|
•
|
decrease of $1 million (10%) and flat, respectively, from our Transmix processing operations. The decreases in revenues of $101 million and $202 million, respectively, and associated decreases in costs of goods sold were driven by lower sales volumes.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions, except operating statistics)
|
||||||||||||||
Revenues
|
$
|
63
|
|
|
$
|
65
|
|
|
$
|
122
|
|
|
$
|
125
|
|
Operating expenses
|
(21
|
)
|
|
(23
|
)
|
|
(39
|
)
|
|
(42
|
)
|
||||
Interest income and Other, net
|
4
|
|
|
2
|
|
|
9
|
|
|
5
|
|
||||
Income tax expense
|
(6
|
)
|
|
(7
|
)
|
|
(12
|
)
|
|
(10
|
)
|
||||
Segment EBDA
|
$
|
40
|
|
|
$
|
37
|
|
|
$
|
80
|
|
|
$
|
78
|
|
|
|
|
|
|
|
|
|
||||||||
Change from prior period
|
Increase/(Decrease)
|
||||||||||||||
Revenues
|
$
|
(2
|
)
|
|
(3
|
)%
|
|
$
|
(3
|
)
|
|
(2
|
)%
|
||
Segment EBDA
|
$
|
3
|
|
|
8
|
%
|
|
$
|
2
|
|
|
3
|
%
|
||
|
|
|
|
|
|
|
|
||||||||
Transport volumes (MMBbl)(a)
|
28.7
|
|
|
29.7
|
|
|
57.3
|
|
|
57.3
|
|
(a)
|
Represents Trans Mountain pipeline system volumes.
|
|
Three Months Ended June 30,
|
|
|
|||||||||||
|
2016
|
|
2015
|
|
Increase/(decrease)
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
General and administrative expense(a)(d)
|
$
|
189
|
|
|
$
|
164
|
|
|
$
|
25
|
|
|
15
|
%
|
Certain items(a)
|
(22
|
)
|
|
9
|
|
|
(31
|
)
|
|
(344
|
)%
|
|||
Management fee reimbursement(d)
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
%
|
|||
General and administrative expense before certain items
|
$
|
158
|
|
|
$
|
164
|
|
|
$
|
(6
|
)
|
|
(4
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Unallocable interest expense net of interest income and other, net(b)
|
$
|
470
|
|
|
$
|
472
|
|
|
$
|
(2
|
)
|
|
—
|
%
|
Certain items(b)
|
40
|
|
|
55
|
|
|
(15
|
)
|
|
(27
|
)%
|
|||
Unallocable interest expense net of interest income and other, net, before certain items
|
$
|
510
|
|
|
$
|
527
|
|
|
$
|
(17
|
)
|
|
(3
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Net income attributable to noncontrolling interests
|
$
|
3
|
|
|
$
|
9
|
|
|
$
|
(6
|
)
|
|
(67
|
)%
|
Noncontrolling interests associated with certain items(c)
|
3
|
|
|
(1
|
)
|
|
4
|
|
|
400
|
%
|
|||
Net income attributable to noncontrolling interests before certain items
|
$
|
6
|
|
|
$
|
8
|
|
|
$
|
(2
|
)
|
|
(25
|
)%
|
|
Six Months Ended June 30,
|
|
|
|||||||||||
|
2016
|
|
2015
|
|
Increase/(decrease)
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
General and administrative expense(a)(d)
|
$
|
379
|
|
|
$
|
380
|
|
|
$
|
(1
|
)
|
|
—
|
%
|
Certain items(a)
|
(28
|
)
|
|
(29
|
)
|
|
1
|
|
|
3
|
%
|
|||
Management fee reimbursement(d)
|
(17
|
)
|
|
(18
|
)
|
|
1
|
|
|
6
|
%
|
|||
General and administrative expense before certain items
|
$
|
334
|
|
|
$
|
333
|
|
|
$
|
1
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|||||||
Unallocable interest expense net of interest income and other, net(b)
|
$
|
912
|
|
|
$
|
986
|
|
|
$
|
(74
|
)
|
|
(8
|
)%
|
Certain items(b)
|
109
|
|
|
55
|
|
|
54
|
|
|
98
|
%
|
|||
Unallocable interest expense net of interest income and other, net, before certain items
|
$
|
1,021
|
|
|
$
|
1,041
|
|
|
$
|
(20
|
)
|
|
(2
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss) attributable to noncontrolling interests
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
|
300
|
%
|
Noncontrolling interests associated with certain items(c)
|
9
|
|
|
14
|
|
|
(5
|
)
|
|
(36
|
)%
|
|||
Net income attributable to noncontrolling interests before certain items
|
$
|
11
|
|
|
$
|
13
|
|
|
$
|
(2
|
)
|
|
(15
|
)%
|
(a)
|
Three and six month 2016 amounts include (i) increases in expense of $4 million and $8 million, respectively, related to certain corporate legal matters; (ii) increase in expense of $12 million for both periods related to severance costs; and (iii) increases in expense of $5 million and $8 million, respectively, related to acquisition costs. Three month 2016 amount also includes an increase in expense of $1 million related to pension credit income. Three and six month 2015 amounts include increases in expense of (i) $1 million and $40 million, respectively, related to certain corporate legal matters; and (ii) $1 million and $12 million, respectively, related to costs associated with our Hiland acquisition. Partially offsetting these three and six month 2015 increases are decreases in expense of $11 million and $23 million, respectively, related to pension credit income.
|
(b)
|
Three and six month 2016 amounts include decreases in interest expense of (i) $18 million and $37 million, respectively, related to debt fair value adjustments associated with acquisitions; and (ii) $22 million and $72 million, respectively, related to non-cash true-ups of our estimates of swap ineffectiveness. Three and six month 2015 amounts include decreases in interest expense of (i) $23 million and $30 million, respectively, related to non-cash true-ups of our estimates of swap ineffectiveness; (ii) $19 million and $35 million, respectively, related to debt fair value adjustments associated with acquisitions; and (iii) $13 million for both periods associated with a certain Pacific operations litigation matter. Six month 2015 amount also includes a $23 million increase in interest expense for a non-cash adjustment related to a litigation matter.
|
(c)
|
Three and six month 2016 amounts include losses of $3 million and $9 million, respectively, and three and six month 2015 amounts include a gain of $1 million and a loss of $14 million, respectively, associated with Natural Gas Pipelines segment certain items and disclosed above in “—Natural Gas Pipelines.”
|
(d)
|
Three and six month 2016 and 2015 amounts include general and administrative management fee revenues from an equity investee of $9 million, $9 million, $17 million and $18 million, respectively. These amounts were recorded to the “Product sales and other” caption with the offsetting expenses primarily included in the “General and administrative” expense caption in our accompanying consolidated statements of income.
|
|
Six Months Ended June 30, 2016
|
|
2016 Remaining
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Sustaining capital expenditures(a)
|
$
|
245
|
|
|
$
|
318
|
|
|
$
|
563
|
|
Discretionary capital expenditures(b)(c)
|
$
|
1,581
|
|
|
$
|
1,218
|
|
|
$
|
2,799
|
|
(a)
|
Six
-months 2016, 2016 Remaining, and Total 2016 amounts include $42 million, $54 million, and $96 million, respectively, for our proportionate share of sustaining capital expenditures of unconsolidated joint ventures.
|
(b)
|
Six-months 2016 amount includes an increase of $566 million of discretionary capital expenditures of unconsolidated joint ventures (including a NGPL Holdings LLC contribution) and acquisitions (primarily BP terminals acquisition) and divestitures and a decrease of a combined $252 million of net changes from accrued capital expenditures and contractor retainage.
|
(c)
|
2016 Remaining amount includes our contributions to certain unconsolidated joint ventures and small acquisitions and divestitures, net of contributions estimated from unaffiliated joint venture members for consolidated investments.
|
•
|
a $213 million decrease associated with net changes in working capital items and non-current assets and liabilities. The decrease was driven, among other things, primarily by a non-recurring $195 million income tax refund and a $73 million payment under a take-or-pay contract that we received in 2015; and
|
•
|
a $19 million increase in cash from overall net income after adjusting our period-to-period $72 million decrease in net income for non-cash items primarily consisting of the following: (i) net losses on impairments and disposals of long-lived assets (see discussion above in “—Results of Operations”); (ii) changes in DD&A expenses (including amortization of excess cost of equity investments) and deferred income taxes; and (iii) change in earnings from equity investments.
|
•
|
a $1,586 million decrease in expenditures for acquisitions and investments in 2016 compared to the respective 2015 period. The overall decrease in acquisitions was primarily related to the $324 million portion of the purchase price we paid in 2016 for the BP terminals acquisition, versus $1,706 million (net of cash assumed) and $158 million we paid for the Hiland and Vopak acquisitions, respectively, in the 2015 period;
|
•
|
a $439 million reduction in capital expenditures resulting from the high-grading of our project backlog to focus on allocating capital to the highest return opportunities; and
|
•
|
a $216 million increase from proceeds of sales of property, plant and equipment, certain assets and investments; partially offset by,
|
•
|
a $318 million increase in contributions to equity investments in 2016 compared to the respective 2015 period, primarily due to a $312 million contribution to our 50% investment in NGPL Holdings LLC in 2016.
|
•
|
a $2,562 million decrease in cash resulting from the issuances of our Class P shares under our equity distribution agreement in 2015 and no activity in 2016;
|
•
|
a $483 million net decrease in net debt proceeds. See Note 3 “Debt” for further information regarding our debt activity;
|
•
|
a $76 million decrease in cash due to dividends paid to our mandatory convertible preferred shareholders in 2016;
|
•
|
a $1,447 million in reduced dividend payments paid to our common shareholders; and
|
•
|
an $87 million increase in contributions provided by noncontrolling interests, primarily reflecting the contributions received from BP for its 25% share of a newly formed joint venture. See Note 2 “Acquisitions and Divestitures” for further information regarding this joint venture.
|
Three months ended
|
|
Total quarterly dividend per share for the period
|
|
Date of declaration
|
|
Date of record
|
|
Date of dividend
|
||
December 31, 2015
|
|
$
|
0.125
|
|
|
January 20, 2016
|
|
February 1, 2016
|
|
February 16, 2016
|
March 31, 2016
|
|
$
|
0.125
|
|
|
April 20, 2016
|
|
May 2, 2016
|
|
May 16, 2016
|
June 30, 2016
|
|
$
|
0.125
|
|
|
July 20, 2016
|
|
August 1, 2016
|
|
August 15, 2016
|
Period
|
|
Total dividend per share for the period
|
|
Date of declaration
|
|
Date of record
|
|
Date of dividend
|
||
October 30, 2015 through January 25, 2016
|
|
$
|
23.291667
|
|
|
November 17, 2015
|
|
January 11, 2016
|
|
January 26, 2016
|
January 26, 2016 through April 25, 2016
|
|
$
|
24.375000
|
|
|
January 20, 2016
|
|
April 11, 2016
|
|
April 26, 2016
|
April 26, 2016 through July 25, 2016
|
|
$
|
24.375000
|
|
|
April 20, 2016
|
|
July 11, 2016
|
|
July 26, 2016
|
3.1
|
|
*
|
Amended and Restated Certificate of Incorporation of KMI (filed as Exhibit 3.1 to KMI’s Quarterly Report on Form 10‑Q for the three months ended June 30, 2015 (file No. 001-35081)).
|
|
|
|
|
3.2
|
|
*
|
Amended and Restated Bylaws of KMI (filed as Exhibit 3.1 to KMI’s Current Report on Form 8‑K, filed January 26, 2016 (File No. 001-35081)).
|
|
|
|
|
10.1
|
|
|
Cross Guarantee Agreement, dated as of November 26, 2014, among Kinder Morgan, Inc. and certain of its subsidiaries, with schedules updated as of June 30, 2016.
|
|
|
|
|
10.2
|
|
|
2016 Form of Employee Restricted Stock Unit Agreement.
|
|
|
|
|
31.1
|
|
|
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
31.2
|
|
|
Certification by Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.1
|
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.2
|
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
95.1
|
|
|
Mine Safety Disclosures.
|
|
|
|
|
101
|
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Statements of Income for the three and six months ended June 30, 2016 and 2015; (ii) our Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2016 and 2015; (iii) our Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015; (iv) our Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015; (v) our Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2016 and 2015; and (vi) the notes to our Consolidated Financial Statements.
|
|
KINDER MORGAN, INC.
|
|
|
|
Registrant
|
Date:
|
July 22, 2016
|
|
By:
|
|
/s/ Kimberly A. Dang
|
|
|
|
|
|
Kimberly A. Dang
Vice President and Chief Financial Officer
(principal financial and accounting officer)
|
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